Trials Of A Young Hero (the way of the Spider)
by Sport21
Summary: Spider-man's trials are underway, Scarlet's building a new team, Anti-venom & agent Venom don't get along and a new evil is rising in another world and it will take the ultimate Spider-man to stop it, but only one Spider-man can become ultimate. the Spider brothers bond will be tested to their limits as they once more band together to save new York sequel to secrets.
1. Ava's summer

**hey everybody! well here's the start to the secrets sequel, hope you guys enjoy updates may not be as frequent as I still have a couple other stories that require attention but I have the rough drafts wrote out so they won't be very long waits **

Months have passed since the team went their separate ways to take on their own little adventures, Sam had returned to the guardians, Danny returned to Kun Lun to rule his domain then there was Luke and Ben back in New York and Peter….well nobody knew where Peter went.

As for Ava she returned to her home village in Central America, a beautiful place at the edge of the ocean under the shadows of mountain. A white mansion perched on a hill overlooking the village like a vigilant scout and on the balcony stood Ava Ayala staring out over her domain. 2 months since she returned home and she was busy in her role as white tiger, she had taken down 25 small time crooks and recently stopped a smuggling ring and weapons distribution from spreading through to the local kids.

Ava had grown in her short time of solitude she was more experienced than when she left but compared to the villains of New York this was very tamed training. With salty sea winds blowing through her hair and open bedroom doors Ava walked over to her desk, the laptop was still showing no E-mails or video chats "these trials must be more difficult then I imagined if he hasn't been able to call in 2 months" she sighed to herself.

Alexa and Angela were sitting in the kitchen munching away on cereal when Ava crept into the room wearing a white bathrobe "are you just getting home?" Angela gasped, Ava smiled a half sleepy smile as she poured herself a glass of milk, "yeah it was a long night…mom was there any phone calls while I was out?" she asked.

Alexa drank the last of her juice and slid Ava a piece of paper "Sarah and Kim called about going to see a movie today, wondering if you wanted to go" she finished. Ava read the note the movie was at 4 she still had 8 hours to train and study,

Her father's dojo was designed specifically for the acrobatic abilities of the host of the white Tiger the walls fired arrows while pillars with blades spun on the floor and boulder pendulums swung from the roof. White Tiger flipped and cartwheeled through the obstacle course she spent hours in the dojo…she lost track of time.

No sooner had Ava stepped from the shower into her bedroom where she was greeted by two teenaged girls the first one was slender like herself but was blond with green eyes, while the other was a little more broad and slightly taller and her hair was a variety of colors. "Hi Ava" they chorused, Ava froze with blank expression it was later than she knew.

"Hey guys" Ava waived,

"Well she's here so Kim you owe me 20 bucks" the dark haired girl laughed,

"You took bets on me being home?" Ava asked shyly looking from her friends to her closet.

"Well yeah…ever since you got back from New York you've been either at the gym, your martial arts classes or studying, its summer holidays why are you studying?" Sarah asked. Ava didn't answer just went to her closet and started sorting through her clothes, "Ava come on everyone needs some "me" time" Kim piped up.

"Me" time something she hadn't really enjoyed since she left New York "alright argument made let me change" Ava sighed. "What are we going to see?" she asked,

"Dracula: the untold story"

Ava shuddered at the thought of watching a movie based on the undead vampire king that one once possessed her mind, "is there nothing else we can see?" she asked,

"It's the must see movie of the summer!" Sarah argued "not afraid of vampires are you?"

"If she only knew what the real monster was capable of" Ava muttered to herself.

* * *

><p>After the 3 hour movie the young ladies returned to Ayala manor to find Angela playing on Ava's laptop or rather speaking to it.<p>

"So…you guys didn't break up, you just took separate vacations…how does that work?" Angela asked,

"Simple your sister needed to see you and your mom again and I…well I had some stuff to take care off"

The girls all traded confused glances as they walked into the kitchen as Angela kept talking to Ava's laptop.

"Did you even tell her where you are?"

"I didn't know where I was going at the time"

Ava walked ahead of her friends she finally heard the voice on the other end of the line and a mix of eager happiness and slight annoyed anger surged through her, she hadn't heard a peep from him in two months and here was her sister chatting him up. "Angela who are you talking to?" she deadpanned,

Angela spun the laptop to face her and there was Peter Parker, his hair was unkempt and face hadn't seen a razor and was covered in bruises and cuts, like he had been in a severe fight. "Hey Ava what's new & exciting?" Peter cheerily chuckled with a playful wave,

However Ava's happy face turned to an interrogative scowl "I don't hear from you in 2months and all you have to say is hi?" she growled.

"It's been a rough 2 months!" Peter replied "as I recall I said I would call when I got the chance"

"Are you saying in 2months you haven't had time to even pick up a phone?" Ava scoffed.

"Yes" Peter replied, "by the way I miss you" he added,

With that Ava's smile broke loose "I miss you too Parker…so where are you anyways?" her curiosity got the best of her, the background behind Peter was obscured preventing her from seeing a clear image.

"I'm actually in Japan…" he waived over his face "these trials are a little tougher than I had hoped for" he chuckled,

Sarah & Kim snuck up behind Ava curious as to whom she was talking to "a little rough looking…" Ava jumped in her seat and began to have a slight panic attack as her eyes darted from Peter to her friends, she had told them Peter was a sweet kind hearted person who'd give the shirt off his back. But here he was covered in cuts and bruises "…but with some proper grooming he could be cute" Sarah said.

"Ava are you going to introduce us?" Kim asked,

Ava's head bowed a little she was stuck "Sarah, Kim this Peter Parker…my boyfriend, Peter these are my best friends Sarah DE 'vile and Kim rose" Ava said bashfully.

"hi Peter nice to finally meet you, Ava hasn't shut up about you since she got home, you must be quite the charmer since Ava's never really let any other guys into her life" Kim said.

Peter was slightly caught off guard by the sudden intrusion that he didn't respond right away "… ha-ha thanks I guess and nice to meet the both of you but uhm….this is kind of private" he replied.

Sarah and Kim shot Peter a scowl and turned to Ava "Ava?" they asked stiffly,

"Would you guys mind…I haven't seen him in two months, 5 minutes I promise" Ava pleaded.

Sarah & Kim went to the den irritably muttering amongst themselves,

"Nice girls" Peter said "how's being back home?"

Ava smiled at him "it's great yet weird at the same time, I mean it's great seeing mom, Angela and my friends again but like I said weird I wake up expecting to smell Sam's Sam-cakes, hear the boys arguing about how aunt May "cheated" them at video games. And weirdest of all I wake up expecting to see you next me" her smile faded away as her eyes raked over him, "Peter what happened to you?"

Peter smiled back at her "like I said these trials are a little tough, but hey 2 months down only 2 more to go" he cheered,

"That didn't answer my question Peter" Ava scolded "what happened?"

"I got my ass kicked…repeatedly" he mumbled,

"Seriously? Peter you know I'm the only person allowed to leave bruises on you, so do I need to come out there and beat up your bully?" Ava giggled.

Peter blushed at Ava's remark, "no Ava….not yet at least, but as a heads up when we do see each other again I might be a little different"

"Different? Different how?"

Before Peter replied a voice off screen began calling him "I have to go kitten miss you…love you"

"Again with the Kitten name! But I miss you to" Ava replied as Peter's screen cut out.

Sarah & Kim sat waiting on the couch "look Ava we get he's your boyfriend and the long distance thing takes its toll on a relationship, but really you asked us to step away so he could talk to you… I mean is the guy that possessive he doesn't want your friends around while you two talk?" Sarah asked with a betrayed tone.

"He's not possessive! But after 2 months apart some alone time is appreciated" Ava snapped,

Sarah & Kim lurched back with their hands raised up "easy Ava" Kim coaxed.

Ava took a deep steadying breath as she sat on the couch "I get that we only have a summer to hang out but you two have understand I haven't seen or heard from him in 2 months also because we asked for a minute of privacy doesn't mean he's possessive…now how about a marathon, sequels/ remakes that ruined their franchise?"

Sarah & Kim stared at Ava this wasn't like to suggest a movie marathon much less one with a theme "where did you get an idea like that?" Sarah asked.

Ava smirked triumphantly "my boyfriend, when me and the other exchange students needed a place to stay for a while he took us in…"

"You moved into your boyfriend's house! Oooh Ava naughty girl!" Sarah & Kim interjected.

"…before we were dating! Anyway he introduced to theme nights for movie marathons, i.e. good bad horror movies, comedies that weren't funny then at the end we'd rip on areas the movie failed. It was a fun way to kill time"

"Wait you actually took time to relax and have fun!" Kim gasped in a mocking tone causing Ava to roll her eyes "so what movies?"

"uhm… let's see dukes of hazard & starsky &Hutch remakes, jaws 4 open season2-3 highlander 2 and batman and robin?" Kim suggested flipping through a google search

"Sounds good" Sarah & Ava replied in unison.

**Ava's summer holidays seem rather tame compared to her life in new York, and she just learned Peter's in Japan getting beat up and not by her.**

**wonder how the guys are enjoying their vacations?**

**and how is the web head liking the land of the rising son? **


	2. checking on the team

**latinoheat151 : thanks for the review and Ava's friends will give her a hard time throughout the story.**

**Spider-Mane15: there will be elements of spider island and hints at the queen.**

**Ian : thank you glad you liked the first one to, Peter does keep some facial hair when he returns but it might be long lasting**

New York a busy metropolis full of mad men and super villains, today was no exception Scarlet Spider, Powerman & their new shield recruits agent Venom and the new iron Spider were in pursuit of Batroc the leaper testing out the new guys' ability to work as a team.

"Venom trip him up! Iron Spider blast him!" Scarlet ordered as he and powerman chased Leaper over an alley, agent Venom fired two strands of webbing catching Leapers ankles just as the new Iron Spider fired to repulse beams slamming Leaper into a pigeon cage. Feather's, newspapers, and broken pieces of wood scattered everywhere,

"dat was nota fair monsieur Spider imposter!" Leaper spat as Scarlet webbed him up in a cocoon.

"I really hate that cheap French accent" Powerman said, "you and me both my brother" Scarlet chuckled, Agent Venom and Iron Spider dropped down beside them eager as young kids at a birthday party, "how was that for a trial run we rocked this mission" Agent Venom cheered pumping his fist in the air. Scarlet and powerman groaned and rubbed their eyes in grief "you realise this was Batroc right? A B listed Villain that should have been taken down within the first 5 minutes, this took 2 hours!" Scarlet exclaimed.

With that outburst Venom and Iron Spider's high crashed and burned "we'll just head back to the tri-carrier" Venom mumbled, powerman turned to Scarlet spider with a very discontent look,

"You think you were a little harsh on them? I mean come on man this was their first outing as heroes cut 'em some slack you know when Spidey ran the team we had many, MANY epic failures for the first few weeks"

Scarlet rolled his eyes at him, "so has Fury said anything about living arrangements for everyone during the school year? Cause aunt May's isn't all that spacious especially if Ava moves in with Pete and then when M.J comes home she'll be over a lot…"

"Speaking of M.J when does she get home?" Powerman asked cutting him off,

"Like two months…she has photo shoots in Mexico, Brazil, Spain and Japan" Scarlet replied flipping on his phone and texting like speed freak,

"Kind of cool that your girlfriend became a model…kind of weird though you & Spider-man are exact equals but totally different taste in women" Powerman said.

Scarlet's head perked up Powerman's opinion had peaked his curiosity "how so?" he asked,

"Well think about M.j is feisty…"

"So is Ava"

"…not afraid to speak her mind…"

"neither is Ava, I got to say big guy your starting to worry me that Spidey and I aren't the only two alike in this city"

"..M.j's a model and Ava's a tiger ninja, that's a key difference!"

"M.J is also a black belt in judo martial art and Ava has that hot mocha athletic body" Scarlet interjected "thanks buddy now I'm starting to question just how much a like we are.

Powerman's face went blank he was wrong on such on a high level with this one the genetic doubles picked two very similar women, one being one the one brothers Ex. Powerman's communicator started beeping "dragons and skulls are at it again" he sighed "I got to bounce buddy, intervening with gang wars is becoming a full time gig" he finished as he pressed a button on his communicator calling his power bike "later webs"

Scarlet returned to the tri-carrier only to find Flash Thompson and Armando Cho in the lounge playing smash bro's, "thought you nerdy types were good at video games!" Flash taunted. Scarlet leaned against the door frame watching the new recruits act like kindergarteners wondering how Spider-man dealt with this if his team was like this.

"hey Cho, use links bow at long range then hit him with a cyclone attack then finish him with a grapple hook beat down" Scarlet said,

Armando followed his orders and his character was able to throw Flashes off the edge, "now throw Links bomb to cancel out his double jump" Scarlet ordered. Once more Armando followed his orders and Samus was blown of screen "it's one thing to have power Flash but without knowing how to properly use it, it becomes a burden and a waste" Scarlet told him before turning away stopping after a few steps "good job today guys, I mean it" he finished leaving Flash & Armando to stare after him.

* * *

><p>(May &amp; Phil)<p>

The young heroes weren't the only ones keeping busy Aunt May and her new fiancé Phil Coulson were remodeling the basement in their new house to accommodate their new house guests for the upcoming school year.

"May are you sure you're ok with this? I mean it is a lot to adjust to" Coulson said while he rolled on another coat of paint, he and Aunt May were in the middle of discussing her role as den mother to the senior team of young heroes and his wife.

"Of course I am Phil I love those kids and I love you so this was an easy choice" May cheerily replied,

"I meant me moving in before telling Peter what's all been going on these past few months" Coulson replied but no sooner had he asked did he regret it as he watched Mays happy expression slowly flip, she missed Peter that was no secret but the fact that she was engaged without asking him how he felt about it weighed heavy on her she didn't want Peter or Ben to believe that she was betraying their uncles memory by marrying Phil but she wanted to be happy "when he comes home I'll tell him everything but first we have a lot of work to do….there still the nursery to finish"

* * *

><p>(Sam)<p>

Half a galaxy away was Sam Alexander A.K.A the human spark plug Nova and the guardians of the galaxy in the middle of a gripping battle of trying to open a can of pizza sauce without a can opener. "Come on you dirty little…" Raccoon growled as he started gnawing on and slamming the can off the edge of the counter with vigorous hunger "OPEN UP!" he yelled. Nova sat with Groot while rolling the doe.

"I am Groot"

Sam turned around to pick up the cheese "thanks Groot, Rocket where is that sauce I can't finish the pizza without it"

"Son of a bitch!" Rocket snapped whipping the can across the kitchen causing it to explode off the wall covering Sam in sauce, Sam was frozen in shock as he glared at Rocket Raccoon "a whole variety of space age tech and tools and you throw the can at the wall!"

"I am Groot"

Rocket walked up to whisking some sauce of his shoulder with his finger and tasting it "needs garlic maybe a pinch of pepper" he said cheekily,

Sam's face erupted in six shades of red with a twitch in his left eye but miraculously his voice remained calm "Rocket your my friend and mentor you've also been like a second father to me …but if you don't get out of my kitchen I"LL ROAST YOU ON A SPIT!" Sam yelled. His temper exploded he had lived with Tiger and the others for 4 years on the tri-carrier but 2 months with the guardians felt different they were his team like his family but Sam had also missed his other family dearly.

"Kid! Watch that tone!" Rocket yelled back,

"That's it! You're on the menu!"

"I am Groot!"

A loud crashing and clanging ruckus broke over Star lord's music "what is going on back there?" he asked "Drax can you check it out?"

Drax rose from his chair with a very sour scowl he stormed to the back of the ship into the kitchen, "told you kid you weren't yet ready to take me on I taught you everything you know!"

"I AM GROOT!"

Drax kicked the door in sending crashing into the back door "enough!" he bellowed his powerful scream brought an end to Sam and Rockets horseplay with Rocket still pulling on Sam's ears "he started it" Sam yelped.

"I don't care the louder you two get the louder star lord plays his tape I've that hooked on a feeling song 5 times in 5 minutes because he keeps replaying it so shut up!...Sam make sure you have your stuff we're heading back to earth"

Sam wiped the sauce off his face, earth…Sam was on his way home in some aspect "already? Damn" Sam sighed.

* * *

><p>(Danny)<p>

Time has passed for all the young heroes September was rapidly approaching.

Danny had returned to Kun Lun to resume his role as king, he trained and meditated daily but as the school year in America was drawing nearer the elders were drawing more concern for their young ruler, and knew precautions had to be taken "Daniel rhand king of the iron-fist ruler of Kun Lun might I speak with you?" asked the elder, Danny rose from his throne with a smile "of course elder you never need to ask"

Danny and the elder walked through the gardens Danny could sense something was troubling his teacher "something troubles you my friend" he said in his enlightening yet questioning tone.

"it is about your return to New York… the council feels it is time you found a queen and I am curious since you seem to prefer doing most things on your own or with the help of Spider-man would you like to find her on your own or shall the council seek the perfect woman out for you?" he asked,

Danny knelt over a rare flower deeply breathing in the scent marriage already? He was still just a kid he did not know of how to select a wife and his mind began to wander back to his friends "Peter & Ava found each other on their own although it was through Shield and maybe even fate… may I try to find her on my own for this year? If I am unsuccessful I will ask the councils help"

The elder smiled Danny was making very mature decisions already and was very confident in his and Spider-man's ability that their maturity might serve them well. "Spider-man mature? Yeah right" he thought to himself sarcastically. "Of course my king as you wish"

**time is counting down to the school year!**

**May and Phil have a new home, are planning a new life together and have a nursery!**

**Danny has to find a wife! hows that going to go over?**

**still to come:**

**Peter's training is completed with him inventing a new martial art and returning home.**

**first day back and the tri-carrier is overtaken by taskmaster and his new team!**

**the team moves into their house and meets their new teams. **

**and Spidey is turned into a teddy bear! **


	3. Peter returns task master strikes

**Disclaimer: I do not own ultimate spider-man or other marvel characters they are owned by Marvel comics and Disney productions**

August is ending and with it Peter's training under the master martial artist Shang-Chi in the far off land of Japan.

In a small training arena two combatants were locked in a fast paced rhythmic timed fight "yes better don't just partake in the fight immerse yourself in it, become the fight, make it your world control everything" the older man said with pride in his newest apprentice. Whom only just a few short months ago searched him out with a desire to become a better protector…

(_flash back 4 months ago: Peter was sitting in a restaurant asking every one he could if they heard of Shang-Chi although he was clearly unsuccessful using a translator app "Uhmmm…Shang-chi to ui O sagashite imu?" he stammered trying to vocalize the phrase, but all he got was either laughed at or a strong backhander from a woman after having miss read the phrase into an insult. __**("clearly this is all google and the education systems fault I mean come on I paid 5 bucks for this app and it's screwing up and the education system for teaching French and Spanish instead of Japanese in the curriculum!") **__Hours passed when finally a man who looked to be in mid 20s with short jet black hair approached Peter, he carried himself like Danny did a tall head held high with long proud strides in his walk. _

"_You seek the master of all martial arts? Why" he asked in nearly flawless English, Peter choked down his warm rice wine before turning to face the man, "because I need his help…"_

"_You wish to learn how to fight? To hurt others?"_

"_Yes and no" Peter sighed "I want to learn how to fight but not to harm others, to protect them" _

_The man looked deep into Peter's eyes he saw no there was no lie only pain in Peters soul, he smiled and reached his hand to Peter "I am the man you seek I am Shang-Chi"_

_It wasn't long before Peter had to admit to Shang-chi that he was Spider-man but to Shang-chi's credit he only took Peter's powers and abilities as new challenge to create a new form of martial art "this is excellent, but before I can train the Spider I have to train the man" Shang-chi finished by putting a black tech collar around Peter's neck "this is an inhibiter collar it suppress' your powers rendering you to the abilities of a normal human being…now shall we begin" _

_For the first 2 months or so Peter performed as well as he could be expected to, time and time again he was thrown to the ground like a rag doll he stood no chance against Shang-chi.(end flash back) _

Now Peter was more than just a formidable opponent, Shang-chi could see him becoming a great rival one day.

….The fight began to escalade from the flat stone platform up to the bamboo balance obstacle course, Peter managed to block the incoming kick and countered with his own he had improved drastically since his arrival.

"getting slow Shang" Peter playfully mocked as he and Shang-Chi found themselves locked at wrists, changing the flow of the fight "you know this hold Peter I've showed you it, properly executed there is no defense…at least until I met you" Shang-Chi whispered… Peter nodded he knew the technique Shang was preparing to use on him, it was to be unblock able but with Shang-Chi's training Peter spent these past 4 months using his spider speed and agility creating a new martial art to which they have named the way of the spider or spider –Fu…Shang broke the lock by pulling on Peter's arm drawing him near, Peter waited his opening was almost exposed, Shang- Chi then ducked under Peter's arms getting behind him and throwing Peter into a half spin while Shang-Chi himself spun into a roundhouse kick. **("There it is!")** Using the momentum of the spin Peter jumped into a barrel roll passing over Shang's extended kick. His right hand grabbed Shang's ankle as he landed then quickly spun inward on him landing a powerful kick launching Shang-Chi clear across the training grounds.

Peter stood in his fighting stance breathing heavy waiting for his master to stand, but Shang-chi was not moving "oh god I killed him!" Peter panicked rushing over to Shang-Chi's side. Shang's face was staring to swell with blood trickling from the corner of his mouth, Peter started gently but firmly slapping Shang's cheek "come on Shang don't be dead…wake up kung-Fu man wake up" **(devil & angel spidey popped up on Peter's shoulders "well you killed him…now we have to dispose of the body say something nice" angel spidey said, "don't forget to check his wallet" Devil spidey chipped in) **

Shang-Chi came to with a smile on his face "not bad…now do it again to prove it wasn't luck" he whispered.

Peter's face went blank as he starred at his master "luck? I knocked you out and you call it luck?" he exclaimed slightly offended by Shang's remark,

"Was it?"

"Ok you asked for it!" Peter laughed helping his master to his feet preparing for their next bout,

The sun sat at its highest point in the sky when a sweat soaked, bruised and battered Peter Parker finally dropped to his knees with Shang-Chi laying on the flat of his back neither had the strength to move "still think…it was luck?" Peter huffed between heavy exhausted breaths.

Shang-Chi forced himself to sit up and bow to Peter "I submit to you master of the Spider form, well done Peter" with that Shang fell back onto the stone platform as did Peter both too tired to move **("5 minutes that's all I need…I swear")** his muscles ached, his clothes were soaked Peter quickly passed out.

When he finally did wake up Peter found his regular clothes folded on the edge of his bed with a straight razor. He was bathed, shaven and changed when he finally Met his master at the dojo gates "I've trained you as best as I can in our short time together Peter but I must admit I've never trained anyone quite like you Shang-Chi placed his hand on the black tech collar around Peters neck causing it to release. "I've trained the man to fight as one with spider best of luck my friend"

Peter bowed to his master a deep straight spine bow showing his respect for his master "thank you my master" with those final words Peter left Shang-Chi's homestead and made his way towards the city of Tokyo he was finally returning home.

* * *

><p>The airport was crowded but efficiently moving through the terminals Peter admired his reflection in a nearby mirror he shaved off most of the beard but kept a tony stark like goatee <strong>("it doesn't look bad…I mean sure it's a little close in resemblance to Tony but hey I like it") <strong>

While Peter admired himself in a mirror a familiar face locked on to him from the ticket line up her face heated from the joy, she hadn't seen him in almost 4 months "Peter! Peter Parker!" she yelled as she bobbed through the crowd. Like a bright red fishing bobber, "M.J?" Peter gasped as a pair strong skinny arms wrapped around his neck in a constricting hug, "it's so great to see you!" M.j cried.

She finally stepped back from Peter and immediately took notice of his shaggy appearance and quickly drew a red bag from her suit case "you're getting a haircut Peter and a shave you look like a Tony Stark stalker fan" she laughed, Peter raised his hands in protest and took a few steps away from M.J "oh look at the time I have a plane to catch" Peter blurted but M.j quickly caught his wrist holding up her plane ticket they were on the same flight **("crap! And why is M.J here?") **"M.J what are you doing in Japan?" Peter asked raising an eyebrow at her hoping to change the subject. But M.j only shot him a happy smile then took a step back from Peter and parted her trench coat and Peter's jaw dropped like a ton of bricks M.J was always beautiful but this, she was wearing a black dress that flowed over her body as if it was custom cut to her specific figure, her heels cradled her feet M.J looked like she belonged on the cover of a magazine and Peter was at a loss to speak. "I landed a job with a modeling agency shortly after you and the others left I've been traveling all across the world this summer!" she cheered, the she did something Peter rather hoped she'd ignored she opened her bag "now you're getting a haircut and a proper shave"

"B...b-but" Peter stammered.

"Do you want to go back to Aunt May and Ava looking like a shaggy homeless tony stark?" M.J sternly asked pulling out her comb and clippers **(Chibi spidey fell back against Peter's head "dude we've lost this one just accept it…this is M.J the girl mastered manipulation") **Peter knew he wasn't going to win this battle so in a deeply defeated sigh he submitted to his friend "alright M.J you win" he sighed. M.j dragged Peter to the nearest washroom, Peter squirmed and fidgeted with every handful of hair she grabbed and clipped. By the time M.J was done Peter's hair was very short "what did you do!" he gasped as he looked into the mirror

"What it looks good on you"

"I look like I'm 12 again!"

"You were cute at that age"

"flight 305 Tokyo to Manhattan is now boarding" came the voice over the P.A system catching Peter's attention "let's go home M.J" they approached the boarding tunnel when Peter's head started to feel like it was being hit with a cattle prod **("what the? Was that my…no way") **

"Welcome to American airlines please enjoy the fish" the stewardess greeted. **("ok maybe it was…AWESOME I'm back baby!")**

* * *

><p>The flight was long but it finally came to an end touching down on the tri-carrier landing bay Ava was home. The loading ramp dropped and Ava jumped to the floor like an eager kitten landing in front of her awaiting friends Luke, Ben, Sam and Danny "welcome Ava!" they cheered taking turns hugging their returning friend a sense of family filled the loading bay, they were a team again.<p>

"So where's web head the idiot promised to meet me here" Ava asked scouting the loading bay looking for Peter but there was no sign of him yet.

"Welcome home team"

The team spun on the spot to face Stan the janitor only Stan was sporting a very nice suit "you kids look spooked, I'm your new team handler for your university experience now here are your class courses Mr. Cage physical heath and nutritionist classes, Mr. Rhand philosophy, Mr. Alexander due to your lack of discipline to do any actual work culinary arts class for you, Ms. Ayala biochemical engineering with Ben & Peter" Stan finished while the team read through their course files.

The loading bay fell silent as the team finished their files "least I know I can ace culinary class" Sam boasted, the others all rolled their eyes "yeah that's about all you can ace" Ben mumbled when a familiar tingle brought Ben to attention "Spider sense look out!"

Suddenly the loading bay went dark catching everyone off guard "what's going on!" cried one of the shield agents, while everyone panicked and looked for the source of the darkness when a barrage of daggers of light tore through the dark striking everyone in the room. They couldn't move, a boy in a cloak

Appeared by the door allowing a blond girl and roughly 30 men in black ninja suits followed by another teen dressed in green clothes and finally task master set foot in the loading bay. "Dagger secure the prisoners, Cloak escort my men to the other levels of this command centre, vulture you will accompany to the bridge to help director Fury with his first flying lesson" Task master coldly ordered stepping on every agent at his feet. Dagger made her way over to the others dragging Ben closer to her "Dagger…why are you doing this?" he groaned,

Dagger formed her energy into a set of cuffs restraining Ben with a solid jab to his ribs "don't pretend you know me blondie you have no idea what's really going on, I'm doing this because shield will corrupt more people like me and my friends into their personal weapons we won't allow that…shield has to be taught a lesson" Dagger moved over to Sam and like Ben she cuffed him.

"Task master is lying to you he's the villain, a terrorist" Sam argued "who are these people?"

"cloak & Dagger the emo dude in the green goes by vulture…I tried to recruit them over the summer along with the others…guess Task master had a better offer…really disappointing Dagger you could have been something great" Ben whispered.

Dagger finished securing the others before looking back at Ben "so you were cute under that mask Scarlet I'm sorry it came to this but what shield does…"

"What shield does is protect people Task master is the bad guy! Look at what he's done, whereas I tried to help you when you lost Cloak!" Ben snapped as he struggled against his restraints. But Dagger blew him off and ran for the door "you can't win Dagger!" he yelled after her.

Cloak and Task masters men were quickly subduing the other shield agents with the help of Cloaks powers, agents dropped into the fettle positions screaming nightmarish screams "stay here I'll go to the bridge and help the master" Cloak ordered disappearing into the darkness.

Task Master arrived on the bridge with Vulture at his side prompting Fury and the other agents to draw their weapons "Task master stand down you're under arrest!" Fury ordered cocking his pistol at Task masters head but Task master remained undeterred.

"That wouldn't be wise Fury, how can you be so sure my men haven't secured explosives around this command centre?" he asked in a daunting tone, Fury didn't budge he was determined not to surrender his tri-carrier to the likes of Task master "tick tock Fury surrender or the crewmembers in the other parts of the tri-carrier will be destroyed"

Cloak teleported to Task masters side with Dagger in his cloak "you're over powered Fury surrender and your agents including your teenage recruits will survive as prisoners"

Fury kept his glare fixed on Task master he so badly wanted to just pull the trigger but he knew he couldn't risk the lives of the agents under his command, Fury swallowed hard on his pride as his weapon fell to the floor.

The room fell silent as the other agents looked upon Fury in bewildered shock "alright you win, spare my agents and the innocent people of New York" Fury pleaded.

Task Master smiled a triumphant sinister smile under his mask "Vulture escort Fury from my tri-carrier…via the scenic expressway" he said coldly, Vulture stepped forward and morphed into his Vulture form "as you command master" Vulture replied.

Dagger swiftly moved between Vulture and Fury with her daggers of light drawn finally she realised Scarlet right Task master wasn't the good guy he was here to kill somebody, "no! you said you came here to stop shield and imprison those who would use us as weapons killing people makes us look like the villains!" she screamed.

"awe Dagger so naive if I don't make an example of one they won't take us seriously and keep sending more to harm kids like you" Task master replied calmly, but Dagger didn't lower her weapons "Dagger please don't do this don't betray us" cloak pleaded. "She's made her choice" Task master growled and in a quick fluid motion he snuck behind Dagger with one power karate chop rendered her unconscious "put her in a cell until I'm ready to deal with her!" Task master snapped at Cloak.

"Vulture escort Fury of my ship!"

**the teams reunion is trashed by Task Master and his team of young villains but Dagger is showing dissent against his choice to kill, will Cloak show his friend loyalty or stand with Task Master?**

**Peter and M.J are returning home after 4 months away (A/N: Peter's haircut is the one from the ultimate comics after M.j cuts it to short)**

**can Peter make it home and take back the tri-carrier before things get to far out of hand?**

**will Fury survive?**

**and why is Stan the new team handler?**

**is web head going to be safe for not meeting Ava like he promised?**

**A/N: hey sorry everyone I know this wasn't best my chapter ever and I played on a really cliché moment with the tri-carrier invasion but if everyone can forgive me for the slow start the story does get better now that the team is together again**


	4. back in action

**Disclaimer: I do not own ultimate spider-man or other marvel characters they are owned by Marvel comics and Disney productions**

**latinoheat151:your right the tri-carrier invasion was clichéd, as for the nursery you might be surprised at who May is making it for**

Peter and M.J exited J.F.K international breathing in the morning air of exhaust fumes, spray paint from nearby graffiti tags "good to be home, never thought I'd miss this place but I did" Peter cheerily told his velvet haired counterpart.

Traffic was held up for miles and people were pushing and shoving through congested crowds, M.j however felt nervous Peter was expecting everything to be the same as it was when he left but as M.j knew it wasn't.

"Peter there's a few things you need to know…" M.j started to explain but lost her voice,

"I should call the guys let them know I'm back…" Peter shuddered with both fear and arousal as another person crossed his mind "definitely have to call Ava before anything" he added drawing his phone from his pocket **("I really hope nobody changed their cell numbers…that would seriously complicate things") **

Peter dialed the first set of numbers which of course were Ava's, the phone began to ring…

* * *

><p>However Ava &amp; the others were still struggling against Daggers energy restraints, they struggled and squirmed but to no avail "great task master is going to kill Fury, destroy shield and us then enslave the city while we lay here like a bunch pigs in a blanket" Sam growled.<p>

"_spider-man, Spider-man does whatever a spider can_" sang Ava's back pocket earning a frustrated groan from Sam "really? Web head gets his own theme song!"

Ava tried to reach her back pocket but her fingers couldn't bend back that far, that's when Ava saw Ben was only a few feet behind her and she hated what she had to do but they needed to tell Peter what was happening "Ben" she sighed "can you…reach my phone for me?" she choked with burning cheeks of embarrassment.

Ben looked at Ava in complete shock "Ava you're asking me to..."

"Just grab my phone and NOTHING else" Ava growled in her tigress growl, Ben shuffled backwards and his fingers began groping and searching for Ava's pocket. "HEY! What did I just say?" Ava snapped kicking Ben's feet "grab my phone and nothing else do that again you pervert and I'll be taking your head with me when I go!"

"Sorry Ava but I can't really see what I'm…hey I got it!" Ben cheered as he pulled Ava's cell phone out sliding the screen "ok Ava its ready"

"Ava? Ava are you there?" Peter's voice echoed from her phone as much as her heart soared hearing his voice they were still in danger, "Peter! Help! The tri-carriers been taken over by taskmaster were out of commission and Fury is in danger!" Ava yelled in one breath hoping that he caught it all "please Peter tell me you heard all that" Ava pleaded.

"Seriously! No nice to hear to from you or I missed you or even a freaking hello!" Peter sarcastically snapped before trailing off, Ava's eyes narrowed she thought Peter completely ignored her warning, "…you're in trouble on the tri-carrier? Hang on I'm coming"

"HAH! Bet Ava's heard that line before" Sam laughed.

* * *

><p>Task Master towered over Daggers unconscious body "cloak put Dagger in a cell that's an order!" he snapped but Cloak stared at Dagger in disbelief his mentor knocked her out. "W-why did you hurt Dagger? She's one of ours one of your students" Cloak whimpered.<p>

"She tried to jeopardize our mission and I will NOT tolerate dissent in my academy!" Task master kicked Daggers body over to Cloaks feet "now I gave you an order boy"

The command centre fell silent everyone watched and waited for Cloaks response even vulture seemed fixed on unfolding events. Fury glared at Task master with a spiteful gaze "you always were a cold hearted bastard no wonder your daughter didn't want you at her wedding…" he was abruptly caught off when Task masters hand clamped around his throat his dark eyes glaring through his mask Fury struck a nerve a very sensitive and emotional nerve.

"If you ever bring her up again, after you drove a wedge between us Fury…I'll cut your head off!"

Fury was struggling to breathe through Task masters vice like grip "you were a cold hearted man a virus upon any whom came into contact with you that's why you never met your grandson…also why she was on that **plane **to escape you…" Fury was losing consciousness when a black shadow like figure slammed into task master dropping Fury to the floor and Task master crashing in to the wall.

"You shouldn't have hurt Dagger! Scarlet Spider was right about you!" Cloak growled his cloak opened preparing to engulf Task Master and teleport him to another world. "Stupid thing to do boy!" Task Master growled as he whipped around drawing his blaster, firing on Cloak. The beam shot through his shoulder and the shadows rescinded as Cloak fell to the floor writhing in pain Task master rose to his feet and stared at Cloak in bitter disappointment "and you had such potential…" he turned his attention to 2 of his other students "take them both to a cell naturalize Cloaks powers" he ordered turning his attention to Vulture and Fury "now where were we former director?" he asked sinisterly.

* * *

><p>Having heard Ava's call for help Peter tore off running sifting through his bag for his costume <strong>("not on the ground 10 seconds and I'm ready changing on the run…no place like home") <strong>Peter hopped and skipped down an alley while fidgeting to pull on his pants before jumping up the wall running to find the tri-carrier.

Spider-man was swinging a full throttle across the city skyline his heart racing with feared induced adrenaline "come on web head pick it up!" he chanted trying desperately to motivate himself finally the tri-carrier came into view and Spider-man set up his sling shot and fired himself skyward. Luckily due to all the commotion inside Task master forgot to reset the security defense systems, Spider-man sighed a breath of relief "finally an easy part" with a quick dash he dove through an exhaust vent and landed in the loading bay without a sound **("yeah that's right Tiger isn't the only one who's light on her feet") (Chibi spidey popped up on his shoulder looking at Spider-man with a sarcastic smile "maybe but you don't see Tiger asking you to walk on her back now do you?" he laughed)**

Spider-man scanned the room agents were all unconscious all over the loading bay floor almost like everyone was caught off guard. But Spider-man's eyes sought signs for his team mates "guys!" he gasped running over to the mess of teens pulling Ava and Danny upright "is everyone ok?" he asked,

"We're fine web head just untie us so we can stop Task master!" Ava barked, "Nice to see you too sweetheart" Spider-man sarcastically replied while trying to free Ava from her energy restraints "uhm any ideas on how?"

"Seriously it's not like you haven't done it before" Sam giggled.

"You know not to spoil this very amusing reunion but Fury is about to be dropped off the bridge" Ben interjected,

"This is true, I'll be back!" Spider-man blurted out and took off running to the bridge leaving the others still restrained and a little annoyed,

"He did not just leave us here" Sam snapped glaring after the web head

"Oh but he did" the others chorused "and I'm going to kill him" Ava growled

"More like screw him" Ben muttered earning a strong kick in the kidneys from Ava "OW not nice Ava" he groaned.

Spider-man crawled along the hallway roof passing over to ninjas dragging a wounded teenage boy in a cloak and a blond girl towards the cells "think the boss might finally win this time?" the one asked.

"No sign of the wall crawler so maybe" his partner replied

Spider-man dropped down behind them "well now I hate ruin your bosses day but Spidey's back!"

The two ninjas spun on the spot and were met by solid red fist dropping to the ground like a bag of stones. "And yet not as satisfying as I hoped" Spider-man sighed, Dagger started stirring awake "TY what happened?" she moaned. Dagger was still half out of it failing to notice Cloaks wound or Spider-man kneeling down beside her "TY?" she whispered "how did Scarlet get loose? I mean I know he's good but to break free of my energy cuffs and change?"

Hearing Dagger mistake him for Scarlet felt like a kick in the jewels from Spider-man's perspective "ok not taking offense to that your friend needs help and so do mine my friend IronFist can help heal him but you need to release him and the others"

Dagger looked up at him with worried eyes "what are you going to do?" she whimpered, "I'm going after Task master" Spider-man replied. Dagger continued to stare at him this wasn't Scarlet Spider this was the real amazing Spider-man "you can't win you know…he can copy every move you make and has 30 of his elite students guarding him not to mention Vulture…I've heard many things about you but I don't think you can win" she whimpered.

Spider-man placed a hand on her shoulder, her heart instantly jumped into her chest please just help the others and don't worry about me" he told her there was no fear or hesitation in his voice in fact to Dagger he seemed confident and calm in his choice as she lifted Cloak over her shoulder. "So it's true the amazing Spider-man is amazingly stupid…yet noble and nice…" Daggers cheeks began to tingle and burn hotter the more she thought about the man she just met.

Spider-man however now reached the bridge "ok Spidey he's got 30 guys just do as Shang instructed attack large groups find their pressure points, no long range attacks, become the fight" he chanted pumping himself up. His martial arts skills needed a real world test so here it was he zipped through the flipping into the middle of the room "honey I'm home!" he jested.

All eyes fell on Spider-man some in excitement others in anger "I know its clichéd but come on what else works for a comedic return?" he asked,

"Well, well Spider-man has come out of hiding however it's too late I've won"

Spider-man spun around to face Task master, he wasn't scared because he'd beaten Taskmaster before, but now he was trained by one the greatest martial arts masters of his time, now he was truly on his path to become ultimate. Task masters elite students surrounded him taking their fighting stance "30 of you against little old me, hardly seems fair…you know for you guys" Spider-man taunted **("3, 2, 1 SMASH BRO'S!")**

The first wave of ninjas charged at him the first one came out with a flying drop kick Spidey threw himself back under the kick pivoting back around snaring him with a web line and hauling him back at the others "he came in like a wrecking ball" Spidey mockingly sang "wait are you a dude, I'm only asking cause the whole head concealment thing?"

The ninja slammed into 2 others bowling them over as others swarmed around him "come on web head speed and precision" Spider-man dodged, blocked and countered every hit that was thrown at him. Two more charged at him from the sides, he was quick to jump up and web yank them into each other with a loud echoing thud, as the swarm of ninjas surrounded him Spider-man's tact changed he had to stop with long range attacks against this many opponents.

It was time to stop clowning around Spider-man drew on his speed and now with his returned spider sense with enough focus he was able to see everything in almost slow motion perception, it was like swatting balloons away and he was able to strike every nerve bundle in either their legs, torso and pretty much every target he knew, 6 by 6 the ninjas fell clutching the spots Spider-man struck unable move curled up on the ground when Spider-man rounded on Task Master "well Tasky it's just you and me and I'm not even warmed up yet"

Task master looked on Spider-man he wasn't the same smart mouth who improvised fighting on the fly that he was on their last encounter, he was trained and trained well "impressive Spider…but still futile had you joined me you could mastered skills like this and more long before now…but as it is I've found others like you… Vulture if you please" Task master calmly beckoned.

In a surprise hit from behind Spider-man was thrown upward into the roof with a thunderous crash "ok that wasn't very nice…think that gives new meaning to rough chicken" he groaned. Vulture came back for a second strike, Spider-man shook his head nothing had changed at all "welcome home web head" he sighed.

Vulture lunged at him talons out, Spider-man narrowly dodged this attack by rolling backwards firing impact web shots back at Vulture who easily dodged them by rolling through the air. He took another swipe at the web head his talons raking from his shoulder to his waist leaving him with a cold stinging twinge in the 3 blood lines that flowed down his suit "ah come on man it's my first day home and you tear my suit!" Spider-man cried "that's it now it's personal!"

Fury and his agents began advancing on Task Master with their weapons drawn "as I was saying you're under arrest" Fury boasted, Task Master however remained calm and collected while observing the fight studying Spider-man's movements ignoring Fury and his agents.

Spider-man managed to jump on Vultures back locking his arms around Vultures neck "you know I think we may have gotten off on the wrong foot so let's start over" he offered.

Vulture started snarling like a rabid dog at him "you are so damn annoying!" he screaked throwing himself into a barrel roll trying to throw Spidey off, Spider-man felt his cheeks stretch "oh I'm not feeling so good anymore" he pushed off with a quick kick back flipping to the ground while Vulture crashed into Fury's communication monitors "TADA!" Spider-man announced with a cocky bow. Vulture was pinned, the ninjas were curled up with seized nerves Spidey's eyes fell on Task Master "how 'bout it Task Master want your shot?" he coldly asked.

Task Master might have been smirking but it was hard to tell with his mask covering his face "gladly" he maniacally laughed drawing his sword "prepare to meet your end Spider"

"Before we begin I have to ask…why the mask were you an islander's fan who sat to close to a rink side window." Spider-man taunted "or are you just that ugly…oh, oh you're really Jameson under there aren't you oh please say you're really Jameson" he eagerly pleaded.

Fury kept his weapon fixed on Task Master with intent to pull the trigger, Spider-man noticed this and waved him off "you won't be needing that Fury this will be over in 6 hits"

"Your over confidence will be your destruction, I've been studying your fighting skills this entire time your moves are my moves now" Task Master replied equally as confident as Spider-man. "You've studied some of my moves but not all of them…not to mention you can't mimic my speed"

Dagger did as Spider-man asked her and released the others so Danny could heal Cloak while the others rushed to change then join Spider-man on the bridge but what they saw made their jaws drop and stirred up Tigers insatiable desire, Spider-man & Task Master were trading strike for strike it was like watching a violent ballet "ok I'm getting bored Tasky" in an amazing burst of speed Spidey delivered a powerful to Task Master knee just above the joint on the inside, as Task master dropped down to one knee Spidey swung around him landing 3 fast hits across his back stunning the nerves and muscles,

Task Master hunched over in constricting pain he realized it he was going to lose this battle in 2 more hits Spider-man will have beaten him and shield would arrest him "I can't let this happen…beaten by a child!" he growled in his desperation Task Master activated his jet pack and blasted through the observation window "this is far from over Spider-man!"

"DAMN IT! I so want a jet pack" Spider-man moaned, the room fell silent which made the web head uncomfortable he could feel everyone's eyes boring into his back one pair in particular was making his soul cry in fear **("now we all know she's going to be pissed about me leaving them all tied up but we can agree I saved the city on my first day back")**

"So uhm how was everybody's summer?" he asked with a nervous chuckle,

The others didn't get to reply or even show how happy they all were to be reunited because Fury stepped forward and took Spider-man into his office.

"We all saw that right? Web head was doing some crazy fast kun-Fu stuff" Nova gasped,

"yeah…he took down Vulture and Task master ninjas" Scarlet replied likewise amazed at Spider-man's new capability but none were more amazed then white tiger she was at a complete loss at her boyfriend's new ability "yeah I can't wait I have to have him" Tiger told herself.

"Ben have you told him about _them_?" Powerman asked

Scarlet banged his head off the wall "crap! He's going to freak out when he finds out about them" he whimpered as he continued to bang his head.

**Spidey's back and better than ever,**

**the team is together again and picking up where they left off, on each others nerves.**

**Ben has to tell Peter about _them_ but who is_ them?_ and what's so important about telling him about _them_?**

**Dagger seems slightly smitten with the web head.**

**still to come:**

**new roommates: Peter's return home is trumpet by an unwanted surprise.**

**web warriors meet the predator pack: Ava meets her new squadron **

**teddy Spider: what's warm and Fuzzy with a genius I.Q and the ability to melt any girls heart you guessed it Spidey becomes a talkin' teddy **


	5. new teams and the do over relationship

**Disclaimer: I do not own ultimate spider-man or other marvel characters they are owned by Marvel comics and Disney productions**

Spider-man stood in Fury's office without his mask while he dismissed the others which didn't sit too well with the web head he wanted to have a proper visit with his friends and aunt May.

"Parker are you listening!"

Peter came back to senses focusing on the holo screen on Fury's desk, agent venom, Iron-spider displayed "sorry Nick must still be jet lag what were you saying?" Peter chimed.

Fury rubbed his eyes with a frustrated groan "you haven't changed at all, as I was saying Scarlet will run the web warriors team for now, I need you with my newest team project the ultimate incentive" when Peter quirked his eyebrows at him Fury saw fit to have some with him "you'll like your new team Parker they're just like you" he finished with a smile.

**("oh that's unsettling Fury just smiled…creepy") **

"Hey Nick don't uh…don't ever do that again it's weird" Peter said.

* * *

><p>Ben brought the others back to Aunt May's &amp; Coulson's house everything had been renovated to bigger accommodations but still had that warm air sense of home and family about it, "Aunt May I'm home and I brought trouble with me!" Ben called out through the house.<p>

Seconds later rushed footsteps came flying down stairs Aunt May stood with a warming smile "kids!" she cheered running over to them she pinched Sam's cheeks, high fived Luke even bowed with Danny but she briefly froze when she got to Ava. The world stood still as their eyes met Ava was unsure of what to do, after 4 months away she wasn't sure of the boundaries anymore, "you look wonderful Ava" Aunt May told her taking her in loving hug.

Ben stretched out on the couch "Pete should be on his way soon… are they here yet?" he yawned, Aunt May rounded on Ben slapping his shoes off the couch, "Ben I've told you keep your shoes off the couch" then in a 180 flip Aunt May was sweet again.

"I imagine you kids are tired come on upstairs I'll show you all your rooms" Aunt May led them upstairs the rooms were redone and some even added each room held 4 double beds except one, one had two bunk beds "Sam, Luke, Danny and Ben this your room"

Sam bolted for the bed "I call top bunk!" he called out he leapt for the top bunk when something heavy and solid grabbed his ankle dragging him back down to floor, Sam spun around to see Luke "dude what the hell?" he growled.

"Sorry Sammy but dude you drool in your sleep and I am not waking up in a pool drool" Luke retorted before jumping onto the top bunk "this is great thanks Mrs. P"

Aunt May smiled at seeing the boy's horse around together "hope you boys enjoy your stay Phil said he'll help you get started on your job hunt in a few days" she finished. Sam nearly toppled out of bed at the mention of having to get a job "work! We have school why do we need jobs?" he cried.

"To make yourselves some money" Aunt May calmly stated she had expected Sam's little outburst and was prepared for an argument.

"But shield gives us a weekly pay" Sam protested,

"Sam you don't work for shield anymore per say you kids are on your own Shield is only going to look out for you and deploy you, the rest is on you kids to supply your own new toys and repair your costumes"

Sam crossed his arms and pouted like a child "don't want to go to school…don't want to get a job" he mumbled sourly.

Aunt May led Ava to her room "you'll stay her with the other girls Ava"

Ava was taken aback by Aunt Mays instructions this wasn't the arrangement she was expecting "I…I thought I'd be sharing a room with Peter" she stammered.

Aunt May shook her head "sorry Ava not this time with a house full of hormonal teenagers no co-ed beds and no exceptions… sorry Ava" the sound of rapid doorbell being pushed broke the heavy tension with Aunt May going to the door and Ava sitting on her bed "this blows!"

Aunt May opened the door to a group of teens "come on everyone your rooms are all set up for you" first to enter was Kitty Pryde followed by Bobby, Laura Kinney, Johnny Storm and finally her niece Jessica drew. "Ok as soon as you're all settled in and Peter arrives lunch will be served and house rules will be reviewed"

Kitty, Laura & Jessica reunited with Ava in the girl's room, it wasn't a screaming happy hugging reunion but a civil, tame happy reunion.

"so we're our own team that is just awesome we need a kickass name!" Jessica cheered.

"how about alpha girls group or the catty alliance?" Kitty suggested.

"oh gag! those all suck we need something edgy and that rolls off the tongue" Laura said.

Ava took one glance around the room at her team mates, a Spider-girl, Talon, Shadow Cat and herself the white tiger...how about the predator pack?" she suggested, the girls all traded glances and smiled back at her "hell yes!" they chorused.

Johnny sat with Bobby in their room bouncing a rubber ball off the walls unlike the girls they were not as excited about the sudden change up from being part of world famous hero teams to becoming regular teens seemed like a letdown "at least we've got a semi decent name unlike shield trainees or web warriors" Bobby sighed trying to make light of their predicament.

"Yeah but come on the ultimate's initiative that's just awful" Johnny groaned catching the ball as it bounced over to him and threw it back to Bobby

"Could be worse" Bobby replied,

Johnny gazed across the hall to the room on the other side at Jessica who was tinkering with her web shooters when she looked up and saw Johnny looking at her, she shot him a quick smile and wink before resuming her tinkering "yeah…could be worse" he said.

Bobby saw the look of desire in Johnny's eyes when he was looking at Jessica and right away he knew what Johnny was hiding "be careful Johnny Peter will kill you if he finds out about you two"

Johnny simply laid back on his bed "I'll tell him when the time is right, but until then just let us have our fun" he yawned, "sure Johnny whatever you say"

Peter finally made it home shortly after lunch but home wasn't quite the same as he remembered. 4 months felt like 4 years and here he stood on the door step of what looked like an upsized model of Aunt Mays **("ok I admit I'm nervous about coming home but its natural right I've been away for a while")** Peter rang the doorbell and the sound of a thundering stampede came charging down stairs.

The door was flung open and before he knew what had happened Peter was wrapped in a tight constricting hug "you're late young man, but it's so good to see you again…I missed you sweetie"

Peter finally clued in that it was aunt May who was strangling him and it quickly sunk in the warmth of a loving mothers hug "I missed you to Aunt May but I'm home now" he whispered back to her.

Aunt Mays hand found Peter's newly cut hair and her eyes went as round as toonies "Peter your hair…"

"I know M.j blindsided me" he replied in a dreaded tone.

Aunt May however ignored her nephew's sour tone as she examined his hair cut with a happy smile "I love it, I love it, and it makes you look so cute" she cheered "oh Ava's going to want to see this"

"Please don't" Peter pleaded. Having Aunt May prod and pull on his head was bad enough but Ava to, that was asking for trouble.

"Ava come here and look at this!" Aunt May yelled, Peter tried to pull away but Aunt May had a strong grip on him, Ava reached the bottom step when her eyes fell on him her heart jumped into her throat now they could have a proper reunion. Ava raced across the den to the front door not slowing down not even stopping as she slammed into Peter with her fingers locked around his throat.

"You left us!" she snapped, Peter fought to pry Ava's hands from his throat but clearly she had become stronger in her time away to because her hands would not budge. "We don't see each other for months and you just left us tied up and defenceless!" Ava hissed as Peter's face started turning blue, she released her grip and pulled him into a hug "I missed you, you stupid idiot"

"I missed you to Kitten"

Ava nuzzled herself against Peter's chest lightly purring until her hand started scratching his head Ava's eyes widened "Peter…your hair what happened?" she gasped "I mean I'm not complaining, I can see your pretty face again" she finished.

"Yeah he does have a pretty face doesn't he?"

Peter looked around Ava's head to see Bobby and Johnny leaning around the corner "dude! Seriously?" Peter protested,

"What we can't think you're pretty to?" Bobby chuckled,

"There's supposed to be a solidarity among men Bobby!" Peter growled but Bobby continued to chuckle at him with Johnny snickering behind him.

"Well I can't help it if your pretty" Bobby snickered, Peter clenched his fists he was ready to have a go with Bobby but instead start laughing,

"Ha-ha hey guys thanks for coming to my welcome home party…now get the hell out"

"Peter! That is not how we treat guests in this house" Aunt May snapped "also Peter they all live here for the foreseeable future"

"All? Who the hell is all? Ava please tell me all is French for my girlfriend!" Peter pleaded with a desperate tone and trembling lip. He was actually frightened of the real answer having to live with his team, Ben, Bobby and Kitty was crowded enough but now Johnny **("its official life sucks").**

"Nick thought you kids could all use some stability in your young lives so he asked me to act as a den mother to all of you kids, you, Ben, Jessica, Ava, Sam, Luke, Danny, Laura, kitty Johnny and Bobby all live here while you're in school… however there are new rules 1. Absolutely no hanky panky 2. No use of your powers unless absolutely necessary 3. You're all expected to be home 11 or call if you can't make it by then and lastly 4. Everyone is responsible for their own financial wellbeing"

"Wait you mean get a job?" Bobby interjected "I've never had a job before!"

Ava and Peter stared at Bobby with confounded look on their faces "Ahem!" Ava loudly pretended to clear her throat "Peter can we talk in private? We have some catching up to do" without waiting for hid reply Ava dragged Peter back outside.

They walked for a couple blocks despite the honking traffic and rattling El-trains there was an unsettling silence between them as Ava was trying to find the right way to bring up their strained relationship, but she didn't know how to, she did still love Peter but what she saw on the tri-carrier and how he told her he would be different when he came home. Finally Peter stopped her "Ava what's the matter?" he asked taking her by the hand,

Her hand began to tinkle when she squeezed his back "Peter it's been 4 months since we've seen each other and I just want to know if anything between us has changed" she whimpered. Peter could sense just how disheartened Ava was and for good reason they were apart for so long that most people would have split and gone their separate ways. "Peter I need to know"

"Ava I swear to you nothing has or ever will change between us" Peter told her. But the look he saw in Ava's eyes was incentive that he had to do more to convince her. This is one of those times when Peter needed his Uncle Ben's advice he was no romantic try as he might "you know if memory serves we never had a proper first date what with Johnny showing up, me becoming Chaos and dying shortly after…how about it Ava start over with a first date?" he laughed.

Ava kissed his cheek and rested against his warm toned chest "that sounds lovely Petey thank you" she replied.

* * *

><p>Task Master sat at a large monitor system watching a video clip of a women in wedding dress slowly walking up the isle with Nick Fury towards a man in a tuxedo standing at the altar. He watched right up until the "I do's" then turned off the monitor and picked up a picture "13 years this friday since you were taken from me pumpkin…had you listened to me and not married that Parker kid you would still be here today... I will find him Mary he can't hide from his grandfather forever"<p>

**Peter's new team consists of Iceman and the human torch what could possibly go wrong.**

**a house full of co-eds can aunt May maintain order in the house for long?**

**Ava and her predator pack are ready to hit the streets.**

**4 months apart has led Peter and Ava to restart their relationship (will it work out any better the second time around?)**

**and Task Master is Mary Parkers father! on the search for his grandson as the anniversary of Mary and Richards death approaches.**

**still to come:**

**Spider-bear.**

**Black cat returns/first day of class.**

**the job hunt.**


	6. the amazing Spider-bear?

**Disclaimer: I do not own ultimate spider-man or other marvel characters they are owned by Marvel comics and Disney productions**

Peter sat with Ava in a little Pizzeria just a few blocks away from the house it was a nice little authentic Italian place with a roof top balcony that over looked the borough Ava twirled her fork in her pasta watching Peter fold his pizza slice in half. The cheese stretching for miles from the slice to his mouth, "all that time away and you didn't pick up any manners…did you learn anything?" Ava asked in disgust at Peter's behaviour "besides kun-Fu"

Peter raised his index finger to her as he chewed his pizza "…it's called Spider-Fu…and I invented it myself" he replied between chewing, "and it consists of using my speed and agility with the rest of my powers to form a perfect combative balance" he finished after swallowing his pizza "what about you? How was your summer?" he asked.

Ava took a sip of her chocolate milk all the while her eyes remained fixed on Peter's goofy boyish smile trying her hardest not to giggle at him "oh you know nothing much, stopped local crime, trained, studied and every now and then hung with my friends nothing special" Ava replied. Silence was again hanging in the air between them only the sounds of sipping and chewing, "Peter are going to further explain this Spider-Fu of yours? I mean you single handily took down not just Task Master but his elite students and Vulture…I want to know Peter just what are you capable of now?" she asked sizing her boyfriend up.

Peter's face dropped into pouting expression Ava was always hard on him for the secrets he kept from her but what he kept from her before he left was very different from after his return "Ava…there's something you need to know…or rather a lot you need to know it started back when I died…"

Ava gently grasped Peter's hand rubbing her thumb across his "Peter don't! Ok that day was hard enough on me and it still haunts my dreams" Ava whimpered.

"…Ava, when I died and went into that hibernation healing cocoon my body evolved although I didn't really fully understand until my time in Japan. I told you I'd be different my powers accelerated into a more advance state, my healing factor became quicker reacting not like wolverines but enough to heal me within hours instead of days, I'm stronger faster and you're not going to believe this but I've got like a real spider night vision…I evolved Ava" he finished but his voice softened almost like he was shamed by his evolution. But Ava didn't care, to her Peter was still Peter no matter what evolution Spider-man underwent. Peter Parker was hers and she wasn't going to let that change.

An explosion shook the city streets and thick black smoke rose in the distance as green lightening showered the sky "time to work" Peter blurted **("damn it! 5 minutes is that too much to ask?") **He started pulling at his clothes his shirt and belt hit the floor he was spider-man in an instant.

"I see you've made the quick change suit" Ava chuckled while blushing at the fact that Peter just basically stripped in front of her on a restaurant patio before he swung off "always on the move" Ava sighed as she paid for their meals and ran to go change.

The thunderous battle that was shaking the city was no more than a very destructive sibling dispute between two gods Thor and Loki in one of Loki's "I should be king" tantrums. Spider-man swung overhead just as Loki vanished in a green mist from Thor's view "hey Thor! What's going on buddy just knocking Loki around the city?" Spider-man joked as he perched himself on Thor's hammer prompting the god of thunder to stare at him in awe.

"Man of Spiders? You have returned? That is grand your absence has not gone unnoticed" Thor cheered beaming with delight at his friends return,

"awe shucks Thor you're making me blush" Spider-man bashfully replied before a familiar tingle sent him leaping to the nearest building as a green beam narrowly missed Thors head "now that was just rude" Spider-man inaudibly said just as Loki reappeared on top of a building. Looking down at Spider-man with his usual hate and self-superior glare, to Loki Spider-man was an inferior pest whose annoying antics were just passable to be a nuisance to him.

Thor retaliated with a toss of his hammer which Loki evaded by creating multiple duplicates of himself, Thors hammer demolished the section of the roof Loki was standing on but when the dust settled Loki was nowhere to be found "Loki's tricks serve him well but they will not bring him victory!" Thor bellowed.

A green blast caught Thor in the back driving him into the pavement as Loki once more reappeared "face it brother I am far smarter, adaptable and this will end the only way it can despite the interference of you! You accursed mortal!" he snapped at Spider-man. Loki fired a blast from his sceptre which Spider-man easily dodged by back flipping higher up the wall and swinging to the other side of the street.

"Hey Loki! I have to ask why do you keep coming back. When you always get beat like a rug? Are you that desperate for attention that you get pummelled on an annual basis, seriously dude like every year you throw some kind of evil genius plan our way and every time we send you crying back to some dark realm" Spider-man taunted. He swore he saw Loki's eye twitch with as the god of mischief fired more beams at the wall crawling hero completely ignoring his brother who was once again on his feet spinning his hammer.

"Loki!" Thor yelled soaring at his brother and unintentionally Spider-man, the 3 super beings crashed through the wall slabs of concrete and shrapnel shards filled the room. civilians scattered away from the onsite battle a flash of silver and a last second spider sense was the warning Spider-man had but more then he needed catching Loki's staff.

"I know I'm amazing" Spider-man laughed then to Loki's utter amazement Spider-man began to rise to his feet while at the same time he a mortal was over powering Loki's hold and forced his staff away from Spider-man's face "hey Thor…any time now you know if it's convenient for you!" Spider-man hollered.

"Sorry for the delay man of Spiders but this bout shall come to an end!" Thor bellowed as his hammer came crashing down on Loki's sceptre lightning met magic in a blinding flash of green and blue the 3 combatants were thrown throughout the building. Spider-man and Thor flew through the air crashing into a display case of on sale stuffed plush toys on the second level whereas Loki crashed into a crystal display, the green lightning bolts that were ricocheting across the mall striking all 3 passing through whatever object they were shielded by into their physical bodies.

Whisperers and hushed mummers surrounded the toy table as the plush toys began shifting and rolling from the pile, gasps of shock greeted the Avenger heroes as a miniature Thor emerged with his golden locks into two points and his cape formed into a lightning bolt looking tail "by Odin's beard what is the trickery?" Thor gasped catching his reflection in the window,

"Mommy look they have a Pikachu that looks like Thor can I get it?" asked a little girl grabbing at Thor despite his best effort to escape Thor's smaller compact fuzzy form was no match for the little girls grasp.

"Man of Spiders I require assistance from this mortal child!" Spider-man pushed his up from under the pile of plush to face a larger than normal sized 8 year old and a Pikachu shaped god of thunder **("now you know there's a joke somewhere in here I mean the god of thunder and lightning was turned into a lightning generating rodent….damn it! I can't think of any good jokes") **

"Mom look they have a spider-man bear!"

"Spider-man….bear?" Spider-man queried "and why is everyone so tall?" he asked in confusion glancing around the growing crowd,

"Oh they talk to please can we get them" one child begged.

Spider-man finally caught his reflection he was 4 feet shorter and a lot fuzzier with stumpy legs "oh my god I'm a teddy bear!" he shrieked. And a teddy bear he was the amazing Spider-man was now the "amazing Spider-bear, I'm a freaking bear…oh the guys are going to have a field day with this one" he sighed.

Thor was now struggling to break free of the child's grasp "man of Spiders a plan would be most helpful, I'd rather not harm this child" Thor groaned from the crippling strangle hold he was trapped in. Spider-bear shot a thin web line and pulled Thor free before the two ran from the table into the toy store.

"mom they're getting away!" the heroes heard yelled at them from behind and were soon pursued by a stampede of mothers and children but with their short stubby legs speed and in Thors case traction were not in their favour,

"Come on Thor run faster!" Spider-bear cried pushing on Thors back to urge him forward. The swarm of frantic shoppers chased the tiny heroes to the escalators were they made use of the narrow ledge in between the railings and slid to the lobby floor when White tiger came flipping through their original entry point "Tiger! HELP!" Spider-bear screamed as he jumped to her pony tail.

"Argh! What the…" Tiger turned in a fit to see a teddy sized and shaped Spider-man dangling from her pony tail holding on for dear life with a tiny Thor sprinting between her feet "indeed young Tiger cub help is most appreciated" Thor blurted. But Tiger seemed unresponsive as she continued to stare at the Spider-bear now curled up in her arms, she was stunned to say the least her boyfriend was now a soft cuddle toy.

The swarm of shoppers filled the lobby but there was no sign of Spider-bear or the Thor shaped Pikachu, just a rubble from the wall and broken splinters of gold scattered everywhere "where did they go?"

White Tiger ducked into a nearby alley carrying the two plush heroes in her arms while she could assume that this was Loki's doing Tiger was still at a loss to grasp the concept that Spider-man was now a teddy bear. She was amused yet confused at the conundrum before her and that confusion was the only thing keeping her from bursting out laughing "so…you're cuddly now? That's eh….interesting" Ava stammered. Even behind her mask Spider-bear knew Ava was holding back a laugh,

"Ok let it out. Yes I'm a teddy bear and Thor's a Pikachu get over it and help us figure out how to I don't maybe… CHANGE US BACK!" he snapped viciously,

"Contain yourself man of Spider's!" Thor snapped at him before turning his attention to White Tiger…

"Contain myself?" Spider-bear asked with what Tiger could assume was an arched eyebrow,

"It's a polite way of saying shut up" Tiger interjected.

…"we would be forever in your debt if you would kindly assist us in returning to our proper forms" Thor humbly gravelled with a bow to White Tiger.

Tiger smugly turned back to Spider-bear "see proper chivalry you could learn something from him" she chuckled,

Spider-bear crossed his arms turned his back to White tiger like a pouting child but in his teddy form was just so adorable from Tigers perspective, "awe is little Spider-bear having a tantrum?" she mocked in a childish voice grazing her claws against his fuzzy sides "you know what I might just keep you like this you're adorable" she laughed.

Spider-bear spun on his heels to face White Tiger "that's not even a little funny Tiger!" he retorted. Tiger ignored his outburst and continued to poke at him "will you please stop?" he begged.

"Sorry but you're just so, so cute like this" Tiger chuckled,

"Pardon me young ones but can we work to resolve this current problem and find Loki? I wish to return to my stature as god of thunder not this rodent of lightning" Thor said sternly interrupting the two teenagers, causing them to shift from each other to Thor. They did need a plan to track down Loki where ever he was but what with their current state Thor and Spider-bear were not going to be much help allowing a sinister smile to dance under Tigers mask with a mischievous plan.

"until we have a lead on Loki Thor I'll take you back to Avenger tower maybe Iron-man can figure out how to reverse this effect" Spider-bear gulped nervously he knew Tigers tone all too well he wasn't going to like this "Spidey I'll take home you can hide out there and be safe so as long as you act like a regular bear meaning don't talk or move around the others" she finished.

**("I knew it! I knew I wasn't going to like this plan!")**

* * *

><p>Ava returned to the house after dropping of Pikachu Thor at the tower now she had to pull an excuse for Peter's absence out of thin air while carrying him inside as a teddy bear "you realise Aunt May is going to freak that you're not coming home after literally just getting back right?" Ava asked as they reached the door.<p>

Spider-bear remained cradled in her arms reclined against her chest "yes I realise that but in my defence saying I'm training with the Avengers is less embarrassing then having to admit I got fuzzi-fied by a second rate demi god…plus you know I'm kinda comfy I forgot how nice these were" he added nuzzling against Ava's breasts.

Ava's face froze as she came to realise Peter was starting enjoy his current situation "you're lucky you're cute Peter" she sighed,

"Also fluffy" Spider-bear interjected bringing a smile to Ava's face "so am I just going to hide in your room until we find Loki? Cause seriously I am owed some serious Ava time" he yawned as they entered the house. The den was crowded with everyone scattered all over the place watching a movie, chatting away unaware of Ava's presence yet or Spider-bear's.

"So neither of you haven't told him yet? He's going to freak" Bobby exclaimed, looking up at Ben who was resting in a web hammock strung up in the corner of the den and over to Johnny who was sitting in the lazy boy with Jessica sitting on his lap, she finally took notice of Ava at the door.

"Hey Ava how was the date?" Jessica asked, all the other heads turned and zeroed in on her making Ava feel like a microbe under a microscope "Ava?" Jessica prodded.

"It was good kind of short but good" Ava muttered,

"Short?"

"Peter had to train with the Avengers" Ava lied firmly squeezing Spider-bears sides "but I'm sure he'll make it up to me" she added.

**("I've got a bad feeling about this")**

Kitty quirked an eye brow at the Spider-bear In Ava's arms curious that she left with Peter but came home with a bear that was Spider-man based and looked very realistic for a stuffed toy "hey Ava…what's with the bear?" she asked.

Ava looked down at Peter in her arms they hadn't worked out an excuse to her having a bear version of his hero persona "uh…well uhm…there was a sale on build a bears and I thought Peter might like it, you know with his ever growing ego" Ava hesitantly replied. Kitty and the others seemed to have bought her response judging by their nonchalant shoulder shrugs Laura however kept glancing over at her and the bear taking the slightest whiff she was catching Peter's scent despite his absence with training.

Ava quickly but subtly scurried upstairs and placed Peter on her bed "my ever growing ego?" he scowled "I so don't have an ego problem. That's Johnny"

Ava turned to her dresser and pulled a shirt from the middle drawer and quickly swapped out shirts catching Peter's ogling eyes in her vanity mirror and smiling, she could still catch and keep his attention "ok Peter I've covered your absence with everyone so just stay up here and stay quiet" Ava ordered,

"But I'm hungry" Spider-bear whined,

Ava brought her finger to her lips as voices climbed up the stairs silencing Peter.

"So Ben knows?"

"Yes"

It was Kitty and Jessica coming up stairs, "and he didn't freak out?" came Laura's voice,

"Oh no he flipped his lid like royally but Aunt May is happy so he could live with it…but as for me and Johnny…well Ben gave him the traditional big brother speech "if you break her heart I'll break your neck" but hey I like Johnny because he so adventurous" Jessica laughed.

Ava looked back at Spider-bear who in turn looked like he was ready to throttle Johnny despite his miniature fuzzy stature, "Johnny….is hooking up with my baby sister! I'll kill him!" Spider-bear jumped from the bed but Ava quickly snatched him up and put him back on the bed.

"first off fuzzy buddy you're a stuffed toy so you're not picking any fights secondly your soft and cuddly so stay here until I get back and I'll bring a cookie or something thirdly Jessica is a big girl she can make her own choices and if you even think about interfering with them I swear I'll keep you in fuzzy form and dress you in the frilliest dresses I can find understood!" Ava's soft brown eyes hardened threateningly sending a crystal clear statement to Peter that she was serious and not to be trifled with.

**("I know it's wrong but angry Ava is kind of a turn on….then again I've been isolated for 4 months so that might be it")**

**(Chibi spidey bear slid down a web line onto his shoulder "you realise so as long as you're in fuzzy form you and ted have something in common….something is missing")**

"Ok I promise I won't go down stairs and kill Johnny" Spider-bear pouted, Ava left the room but quickly poked her head back in the room,

"I mean it Peter stay out of trouble…or we're going dress shopping" Ava snapped.

Spider-bear dropped onto the bed bored out of his mind looking over the 3 other beds then thinking back to Johnny pawing on Jessica "she's my clone that makes it weird and wrong but she's also my baby sister which means I can't say a thing about it…you know what no can't do it I'm going to have to kill him" Spider-bear said out loud to no one.

**well his first day home and Peter's been fuzzi-fied and Ava seems to be enjoying his new appearance.**

**Jessica & Johnny...no problems there is there? except Peter wants to throttle Johnny. but he can't because Ava threatened him with dressing him up how does Peter intend to work his way around this one?**

**Spidermanthinker88: thank you for the chapter ideas i'm working on tweaking said villain to more accurate proportions **

**DrOdd: funny you should mention that because me and a few friends are brain storming a nightwing crossover nothing cemented yet but were spitballing ideas for it.**

**latinoheat151: hope this is something like you imagined and Felicia makes her come back very soon.**

**The Night Hunter : than you for the pointers and I will work on them.**

**hope everyone is enjoying so far, thanks for the reviews and favs/follows **

**still to come:**

**Spider-bear Vs Johnny storm.**

**territorial tigress: a familiar hated rival returns with hungry eyes for the web head and Tiger doesn't like it.**

**the news: Aunt Mays new diamond ring catches Peters attention.**

**the job hunts/the next trial: another trial arises for Peter which leads the others to worry and wonder why he's doing them. **


	7. the plot thickens

**Disclaimer: I do not own ultimate spider-man or other marvel characters they are owned by Marvel comics and Disney productions**

While everyone was down stairs enjoying the Chinese Spider-bear sat alone on top of the stair case eavesdropping on their conversations or at least what he could hear from them.

"30 of them? Bull!" Bobby exclaimed "unless he somehow cloned himself….oh right sorry…but still 30 elite martial artist by himself I don't buy it"

Spider-bear cringed his nose at Bobby's remark, and slid down a few steps to hear more clearly.

"You weren't there Bobby like holy crap he wasn't human!" came Sam's shrill voice,

"Sam please don't yell at the table" Aunt May asked "but I am relieved that you kids are safe but why didn't Peter stay home he's been away for so long I was really looking forward a regular family dinner" she whimpered.

Spider-bears heart dropped Aunt May was upset because of him and why shouldn't she be? he came home 6 hours ago after being away for 4 months without so much as a post card to tell her he was ok, sure she had Ben and Jessica but deep down Peter knew he meant something special to Aunt May she did raise him after all. "I'm a total jerk…I should go apologise" he sighed rising to his feet and creeping down the stairs when the conversation picked up again.

"Maybe all the extra training is because of the trials Peter's under taking so he can protect the people he cares about most in this life" came Ben's voice the only person who knew the true reason Peter was taking these trials. The kitchen fell silent you could heard a moth sneeze, aside from Luke and Ava none of the others knew about Peter's trials or even what they were.

"Trials?" Jessica asked,

"Can we change the topic please" came Ava's suddenly serious voice and the clatter of her fork hitting the table,

**(Angel and devil spider-bears popped up on Spider-bears shoulders "see what agreeing to Madame Webs trials did everyone you care about is doomed to be more miserable" Devil told him. **

"**Don't listen to him! Remember why you agreed to them? To save Ava I'm sure if you tell her the truth she'll understand as will Aunt May")**

Suddenly Spider-bear lost his appetite and slinked off back to the girls room he felt empty inside he just got home and was already lying to everyone "this is Loki's fault" he snapped hoping onto Ava's bed and drifted off to sleep.

How long he slept he wasn't entirely sure of, but as Spider-bears eyes fluttered open and his senses started working again the smell of vanilla and lilac's filled his nose, then he felt Ava's arms wrapped tightly around him and heard her softly purring.

"yep, I'm home" he happily thought to himself resting his head against Ava's chest nearly nodding off again when he saw Johnny making his way down the hall "oh this is to perfect" he mumbled with a very mischievous smirk. He gently pealed Ava's arms from around him and sprinted after Johnny, who turned into the washroom with Spider-bear on his heels, he narrowly slid in past the closing door.

Johnny stood with his back to the door unaware of his impending doom, Spider-bear quietly climbed the wall flicking the lights off as he climbed darkening the bathroom catching Johnny off guard. "Hey what the hell?" Johnny gasped "I can't see the bowl!" So here was Johnny standing in the dark debating if he should stop midstream and risk dripping on his pajama pants to turn on the lights or use his powers and risk setting off a fire alarm "move in with a new team she said, learn how to be a normal teenager she said date normal regular everyday girls she said Sue you forgot to mention stupid inconvenient lighting problems" Johnny sarcastically mocked his big sisters reasoning for his being here at the Parkers instead of at the Baxter tower.

Deciding he'd rather see where he was aiming Johnny sparked a small flame on his index finger illuminating a reddish orange glow around the bathroom reflecting off the dark red background with a black spider emblem in the middle "what the…" before Johnny finished his question the flame on his finger was blown out and something small and light pounced onto his chest causing him to stumble backwards tripping over the floor matt hitting the ground with a loud thud.

His face felt like it was being beat on by a soft fuzzy pillow but there was still some force from the impact causing him some discomfort, "hey cut it out! I was in the middle of something!" Johnny laughed thinking that this was a joke that is until he was grabbed by the hair and dragged over the toilet and the seat was repeatedly slammed on his face "ow! Damn it!" Johnny growled, "…" Johnny tried to scream but all that came out was a cold wet muffled scream as his face was pushed into the water. Whoever his assailant was seemed to have stopped because Johnny was able to pull out of the toilet breathing heavily as the water soaked his head and shoulders "huh-huh-huh what the hell?" he choked,

"Keep your womanizing hands off my baby sister Johnny she's a good kid and I don't need you breaking her heart" came a voice from the darkness.

"Pete?" Johnny moaned "is that you?" he struggled to his feet and stumbled around in the dark only to have a towel thrown over his head and spun on the spot like a spinning top "this really isn't fun!"

"Hiya!"

Johnny crashed through the door into the hallway bringing everybody running from their rooms to the sight of Johnny storm looking like humpty dumpty with a towel draped over his face and wet marks on his pants. With everyone's focus on Johnny Spider-bear made his escape on the roof,

"Dude…what happened?" Bobby asked trying to stifle a laugh at Johnny's predicament, Jessica slid to Johnny's side showing signs of concern at his dazed state.

"I…I'm not entirely sure…I went to the bathroom suddenly it went dark, I felt like I got attacked by a pillow, the toilet seat was slammed on my head I was dunked in the bowl thought I heard Peter giving me shit for dating Jess then a towel was thrown over my face and I crashed into the door" Johnny blurted. He looked up at everyone's faces and saw nothing but questionable stares looking back at him as if thinking he was crazy.

"Johnathan you might have been sleep walking and having a weird dream it happens to everyone from time to time" Aunt May said softly as if she were comforting a scared child,

"I wasn't sleep walking and I'm not crazy! I was jumped!" Johnny protested.

Ava turned back to her room she knew what happened to Johnny even if the others didn't and he was about 2 feet tall and fuzzy not to mention very aggravating, she saw him pretending to be asleep on the bed and quietly as a tigress stalking its prey Ava snuck up on Spider-bear yanking him up by his ear letting him dangle from her grip. "Ow! My ear my ear put me down!" he cried swatting at Ava's hand trying to break her grip.

"I told you not to interfere in Jessica's love life, you promised Peter!" Ava hissed

"Come on Ava your ripping my ear off put me down!" Spider-bear pleaded.

Ava dropped him onto the floor but quickly pinned him with her foot "you promised Peter…I mean for god's sake you beat one of your oldest friends in the dark with his pants down…."

"Technically his pants were up" Spider-bear interjected "I don't fight naked people its weird and since when did stand up for Johnny? If memory serves you hated him within 5 minutes of meeting him"

Ava lightly stepped down on Spider-bear triggering his toy feature _"I love you"_

"oh that is just precious" Ava laughed as she picked him "yeah and then he helped us save you from Chaos but you promised Peter, you promised not to interfere…guess we're going shopping tomorrow" she finished, there was no hint of humor in Ava's voice as she spoke in fact she sounded serious which worried Spider-bear and caused him to start squirming in Ava's arms in a vain attempt to get free "seriously? Web head I'm bigger than you there's no way you're getting loose from me" Ava told him with her assertive tone.

"Ok that's fair you know I can't resist your bossy personality" Spider-bear replied still fighting to pry away Ava's arms "you can put me down now" he added,

Ava rolled back into bed still clutching Spider-bear tightly "I could but as crafty as you are you'd try to sneak away before morning and we can't have that now can we?" she asked sinisterly.

Everyone returned to their beds including Johnny after changing his pants the house was quiet as the hours passed with the exception of Luke and Sam's snoring leaving a sleep deprived Ben to try and drown out the thunderous noise y covering his head with pillows but nothing worked. "For the love of everything holy will somebody shut those two up!" he growled kicking a post out from Sam's bed causing the top bunk to fall,

"Whoa!" Luke screamed as his bed free fell down onto the bottom bunk

"OW!" Sam yelped from under Luke muffled by the bed trapping him.

Ben smirked to himself looking at the destruction and silence he created before rolling over in bed "Ahhh sweet silence…night guys" he chuckled.

* * *

><p>Ava Ayala the resident morning person, go getter and self-appointed team "mom" these were just a few of the labels Ava has received over the years but one she has always carried was the fact she was to serious which is why Spider-bear was dreading the sound of her impending alarm clock.<p>

The illuminating red digits read 6:58 am meaning he had 2 minutes to break free of Ava's python like hug "gently… gently" he nervously inaudibly said to himself as he managed to lift Ava's first arm off of him without waking her, and slowly started lifting her other arm he was almost free and started hearing triumphant trumpet noises **(Chibi Spidey was standing on a podium with trumpets celebrating his success "wait a second…" he starts pondering on the noise "that's not triumphant trumpets that's OH GOD NO!") **Ava's alarm clock was blaring in his ears "oh god…stupid day dreams" Spider-bear was now panicking as he felt Ava stir awake.

"Mhmmm, morning fuzzy" she yawned scratching his ears while nuzzling her face against the back of his head softly purring as she did so "can't tell you how much I missed this" Ava whispered into his ear. If Peter's cheeks could turn red they probably would be right now.

**("you know the fact that she can still make me blush kinda says a lot about her character, and maybe if the Parker luck is on hold long enough she'll forget about my kicking Johnny's ass last night") **

Ava sat up letting the duvet fall from her body showing off her benefits from a summer of training "wow! Vacation was good to you wasn't it?" Spider-bear gasped.

Ava smirked at him a very smug smirk "yeah you know it…too bad you're too short for the ride" she said with a seductive wink leaving a speechless Spider-bear with his mouth agape watching his incredibly sexy girlfriend disappear out the doorway.

"Ok yeah I need to change back and quick! Because this is complete crap I don't see my girlfriend for months and when I do I'm turned into a teddy bear by a bratty god with sibling and daddy issues" Spider-bear whined falling back onto Ava's pillows with his arms crossed and a pouting expression. He didn't realize just how loud his outburst was until he saw Laura, Kitty and Jessica start fidgeting in their beds **(Chibi Spidey pokes his head into Spider-bears ear "dude shh! You'll wake the others and one of them has even sharper claws than Ava also she knows our scent and will probably…I don't even want to imagine what she would do to you if she saw you like this so again shut the hell up!")** Spider-bear froze on the spot pretending to be a regular stuffed toy bear until Jessica rolled over burying her head in her pillows "for god's sake girls rule of the house no alarms or rude awakenings before 10!" she screamed.

"Yep, she's my little sister alright" Spider-bear thought to himself while forcing down a laugh

Ava returned with a towel wrapped around her head and body "showers open take your time the boys aren't up yet and judging by the condition of his bed I don't think Sam's getting up for a while… or at all" she chuckled.

Laura sat up and cracked her back it sounded like a car wreck, "oh right…Sam" she deadpanned with a roll of her eyes "does that little creep have to stay here to? I mean he constantly tries to hit on me and it takes every ounce of strength I have not to cut his thing off"

Spider-bear was now fighting to contain himself he was in a prime spot to hear all the girls gossip about the guys intel which he could sell to the guys and make a mint **(Chibi Spidey was standing in an auction with Chibi versions of the guys screaming and waving money "gossip on what the girls think of Sam 50$ do I have 55? 50 going once, twice…sold to bucket head!")** "Oh this is too good" he smiled.

Ava quickly changed and stuffed Spider-bear into her back pack "come on cuddles were going shopping"

"Wait! What? No!" Spider-bear protested

* * *

><p>Spider-bear kicked and screamed throwing every kind of tantrum possible from the confines of Ava's back pack "Ava let me out or I swear…I'll eat the pages from your novels!" Ava ignored his tantrum and hit her back pack off the bus stop sign which brought a temporary end to Spider-bears squirming "that hurt!"<p>

Ava was a mere floor lower than her intended destination but the commotion in the crystal store caught her attention. People swarmed the store drawn in by the display of an elf like character wearing green and gold armour with horns on his helmet banging against the inside a crystal lamp "stop mocking me you insolent hairless apes! I am a god not some cheap animated affect for your entertainment!" the elf growled. It was Loki trapped inside the lamp.

"Wow and I thought you and Thor had an embarrassing situation" Ava giggled, but then it hit her his spell must have rebounded on him to only instead of becoming a stuffed toy Loki imprisoned in a lamp. Ava pushed her way through the crowd trying to get close enough to the Loki lamp she bobbed and weaved through the congested crowd fighting to keep her focus set on her target but when Ava was only a few feet away when a black silhouette and a flash of platinum silver streaked across the display window in the time it took Ava to blink the Loki lamp was missing.

"Son of a bitch! There's only one bimbo thief good enough to take that lamp in front of a crowd as big as this" Ava whispered to herself and ran to the emergency staircase pursuing the thief piece by piece Ava withdrew her white tiger costume from her back pack allowing enough room for Spider-bear to poke his head out gasping for fresh air,

"Don't…you ever…wash this thing? It wreaks!"

"Stow it fuzzy I got a score to settle!" tiger growled in a vengeful tone she was possessed to catch this thief almost as if she needed to, "she took my pride and threatened to take him! She does not get to get the jump on me not anymore!" Tiger started sprinting like a wild tiger up the stairs on all fours.

"Wow giddy up Tiger!" Spider-bear cheered poking his out of the backpack "so what's up with unleashing the beast?" he asked catching a glimpse of the narrowing hunting vision of his girlfriend's mask **("so I see Ava found the line between sexy and terrifying") ** Tiger saw the slightest flash of a black heel round the next turn she had her now.

Tigers claws shredded through the metal door like it was paper and there she was a few feet shy of the edge "Felicia!" she roared, the woman stopped and turned to face Tiger, her iconic skin tight black suit and thick wavy hair were unmistakable the black cat had returned.

Cat smirked a seductive yet curious smirk at Tiger "chipmunk? Ha-ha where you been hiding? My claws miss slicing through your cute little outfit" she taunted flexing her claws menacingly at Tiger who in turn flexed hers and shrugged off her backpack.

"We have some unfinished business to settle" Tiger growled

"Yes we do but first…how's my Petey been?" Cat antagonized with a flirtatious smile knowing she would get a rise out of Tiger "does he talk about me, fantasize about me?" she taunted.

Spider-bear poked his head out the back pack to see White Tiger staring down a woman in a very alluring black outfit "I'm guessing that's black cat….well Ben sure isn't blind"

Tigers anger was spiking Cat was pushing every temper nerve she had mostly her anger and envy ones "he's mine you back alley bitch!" Tiger snapped as she charged at black cat.

**("This would be so hot…if I wasn't worried that Tiger might actually flay black cat")**

Cat and Tiger went at each other like two tigers fighting over a kill, sparks flashed from their colliding claws. Tiger's claws nicked cats suit just below her cleavage but it was a sneaky cut one that would continue to tear itself with every movement Cat made. "Ohhh chipmunk getting a little flirty with the claws aren't we?" Cat taunted adjusting her breasts "but you're learning maybe there is hope for you yet"

Cat round house kicked Tiger in the gut sending her rolling back to her backpack where Spider-bear sat watching the spectacle chewing on ripped pieces of her novels pages "you're doing great Tiger keep it up" he cheered.

Ignoring her boyfriend's cheering Tiger got back up and went on the offensive but Cat like herself was highly trained they could anticipate and counter each other's moves like watching a reversing mirror of good vs bad of an alternate version of Tiger, with a quick kick Tiger sent the Loki lamp flying across the roof prompting Spider-bear to frantically scurry out of the backpack to catch it. "Spider?" Cat gasped as she caught sight of the teddy bear spider-man before Tiger claws cut through another section of her suit leaving 5 rips across her torso leaving almost nothing to the imagination and another strike knocked Cat against an air duct,

Tiger wasn't going to let her have a chance at getting up not after how Cat humiliated her on their first encounter "hiya!" Tiger yelled delivering a powerful hammer kick to Cats face rendering her unconscious "I…I…I won and without ruining my costume finally I beat her and without drawing on the tiger" Tiger sighed in relief staring at the immobilized black cat. A sense of pride washed over her the empty feeling that had haunted her since their first encounter now felt resolved, but a violent outburst broke her happy sensation,

"Listen here you stupid green genie impersonator! Turn me back to my normal self or so help me I drop this lamp in the ocean!" Spider-bear growled.

Loki looked up at Spider-bear from the confines of his lamp "why would I help you when I despise your very existence" he hissed

"Because the only way you get free is with my help!" Spider-bear shot back.

"I'd rather remain imprisoned in this cheap lighting fixture than help you after all it's only a matter of time before somebody crushes you and my idiotic brother and then there will be no one to stop me from ruling Asgaurd and earth!" Loki retorted

"Except for the fact you're still trapped in a lap and unless Aladdin is planning on coming to New York to rub your lamp you're stuck!"

Loki glared at Spider-bear with searing hate then turned his back on him "it's worth it to know you'll meet your demise within the week" he sneered.

"Oh for the love of…" Tiger growled as she snatched the Loki lamp "Ironman we caught Loki, his spell rebounded on him and trapped him in a crystal lamp but we got him" she said into her communicator while shaking the lamp bouncing Loki off the sides.

"Nicely done White Tiger bring him and Spider-bear in" came iron-man's reply,

"Seriously is everybody calling me that? Not cool!" Spider-bear whined.

* * *

><p>The Avengers were waiting for the young heroes in the lab with Pikachu Thor sitting on the table when Tiger walked in carrying the Loki lamp with Spider-bear trailing behind her "right on time kids Tony just finished the "vacuum" Falcon said with air quotes.<p>

Tiger placed the Loki lamp on the counter "here he is bottled and ready" she said sliding over to Tony who took the lamp and placed in it in the machine earning a quizzed look from Tiger

"this machine is designed to syphon Loki's mystic abilities the hopefully we can channel it and manipulate it to turn Thor and Spidey back normal" Tony confidently said "or it will do something completely catastrophic and destroy them both" he added.

"Wait! What!" Spider-bear and Thor panicked in unison just as Tony flipped the switch the lights went dim and a powerful vacuum started sucking up Loki's mystic energy in the form of green mist and transferred into a spray bottle spritzing Spider-bear and Thor. Their first transformation was a familiar form "I'm a pig again?" Spider-ham squeaked "fix it! Fix it now!" he squealed,

Tony flipped the switch again which returned the heroes to their proper forms. Spider-man eagerly patted down his body making sure it was his own "hallelujah I'm back! Tiger look I'm me again…Tiger?" Spidey prodded.

White Tiger was standing off to the side with her hand cradling her chin as if she was deep thought "I don't know…I kind of liked the Teddy bear look you were a lot more cuddlier" she replied sounding almost serious.

"That can be arranged right Tony?" Hawkeye laughed before Spider-man webbed his mouth shut.

* * *

><p>Taskmaster sat at his monitor reviewing every bit and piece of information he could find on his daughters life before the plane crash when a fairly substantial piece caught his eyes in a New York newspaper clipping <em>"iconic local scientist Richard Parker and beloved wife Mary killed in plane crash they are survived by their son Peter and loving in laws Ben and May Parker of Queens"<em> Taskmasters eyes narrowed on the screen "Ben and May Parker of queens how…convenient" he chuckled with a sinister baritone.

* * *

><p>Meanwhile on the island of Manhattan in an isolated lab a green creature with pointy ears diligently mixed a crimson substance into a centrifuge with a clear liquid with a large lingering shadow watching his every move "how's the serum coming along Jackal?" the voice hissed in a dead lifeless hiss causing the creature to examine the new concoction under a microscope.<p>

"Your venom is slowly over powering the blood sample…you can control those we infect and providing I can synthesise his blood into infecting others" Jackal replied

"Excellent" the creature hissed "a world of human anthropoids under my control is finally coming into fruition"

**Spidey is back to normal and everyone thinks Johnny is crazy sounds like a good first day.**

**Round 3 goes to Tiger seems she and Black Cat are tied what will be the tie breaker? (looking for ideas if anyone has any?)**

**Taskmaster has found a lead on his grandson what sinister plan will he unleash?**

**and Jackals back in a brand new form serving a mysterious creature whose venom will infect and corrupt those infected who is this knew master mind and what is their plan?**


	8. enter Elektra

**Disclaimer: I do not own ultimate spider-man or other marvel characters they are owned by Marvel comics and Disney productions**

Taskmaster sat in his chair overlooking his training camp watching his newest recruits but none caught his eye and to replace the 30 elite that Spider-man had defeated and captured they would need to be better but this was not his concern. His concern was the women behind him, the woman with shoulder length brown hair hardened hazel eyes that could see through any veil of deception, wearing a red leather outfit with two Sai hooked on her belt.

"You know it makes things easier when the employer tells me why he's paying for my services" the woman said crossing her arms at Taskmasters back.

He remained fixed on the window not even glancing at this mercenary behind him "my grandson was taken from me years ago…you're going to find him and bring him to me" Taskmaster ordered.

The woman turned to leave but stopped just shy of the door and turned back to face the creepy man towering over his observation window "what does this kid look like?" she asked, Taskmaster remained still for a brief moment before turning to his desk and with drawing a very thin file and sliding over to her, it wasn't anything special just a few news articles about a high school kid winning some science fairs and pictures of 3 teenagers in a restaurant during some kind of birthday party. "So the science prodigy is your grandson? This should be easy geeks are usually loners" she finished folding up the file "4 hours and I'll meet you at the old Oscorp steel mill" with that the women in red left the office leaving Taskmaster alone at his desk staring at another file on his computer _"Elektra: Olympic level performance, master in multiple martial arts including ninjitsu, master of various weapons preferred Japanese Sai, rumoured mind manipulation trained in japan, Siam and China" _a smirk formed under Taskmasters mask Elektra was the perfect one to recruit for this mission no family, no one to miss her should she go missing after their exchange.

"Perfect…just absolutely" he manically chuckled as he reached into his desk and pulled a pistol from the drawer "no loose ends"

* * *

><p>It was the second last day of their summer holidays and the teen heroes were lounging around the house doing their own ways of relaxing.<p>

Ava was brushing up on her biochemistry,

Laura was playing video games with Luke, Danny, Sam, Bobby and Johnny only thing is Laura had a secret she had gotten into video games over the summer and was just dominating the world of Mario cart.

"How'd she? Just like…she's cheating somehow!" Sam whined as his character was knocked off of the track by a turtle shell.

"Awe is baby Sammy going to cry?" Laura laughed,

Then there was Jessica in the kitchen with Aunt May baking cookies by the dozen since everyone had their own preference and Aunt May who loved baking was not one to object. "Jess sweetie pass me the sugar will you?" Aunt May asked pointing at the red and white bag on the other side of the counter,

Jessica passed Aunt May the bag even through her uplifting smile and attitude she could see something was eating at Aunt May and she had a pretty good idea of what it or rather they were. "Peter doesn't know yet does he? About you and Coulson, Eddie…and what you did for me?" she asked while mixing the cookie dough.

Aunt May let out a heavy sigh and her eyes turned to the backyard window to Peter and Ben smiling at the sight of them together again, "not yet but I'll tell him soon he did just get home and with what Bens told me he's going to have to endure telling him that Eddie…." Aunt May stopped to force down the lump in her throat and wipe the stray tear away "…you know how close they were it would devastate him" she finished.

Jessica nodded in agreement while Ben kept the secret of Peter's trials close to the chest as it were, she could see through his veil enough to know that there was danger to them more than Peter might be prepared for. "But if he finds out by other means…" Jessica paused a moment to reflect on her words but only realized they were all risking hurting him "…if he finds out about the wedding, you adopting me, Johnny and me and Eddie he's going to overload and burnout maybe you should let him and Ava have a joint room, she seems to be quite capable of keeping him at peace"

Aunt May pondered on Jessica's opinion Peter would be overwhelmed with school, getting a job, being Spider-man and undergoing these trials not to mention having a truck load of life altering news dumped on him, his relationship with Ava was the only solid ground he had. "It's worth a second thought" Aunt May replied.

Meanwhile in the backyard Peter and Ben were tinkering with Bens newest web shooter modification _the plastic explosive_ webbing **(Chibi Spidey comes across the screen wearing a hard hat and reflective vest "warning the following was done by fictional geniuses do not attempt to replicate the stunt performed or handle dangerous unstable explosives" he warned) **

"I call it the sticky bomb" Ben proudly boasted "a quick press releases a small glob with enough explosive charge to blow open a vault door…"

As Ben is explaining the features of the design Peter had fired off a dime sized glob against Aunt Mays new garden shed.

"…and press the red button"

Peter just touched the red button "this button?" he asked nonchalantly,

"Yeah" Ben replied passingly then he saw Peter's hand move "wait don't touch that!" he panicked.

**(Chibi Spidey watched wide eyed as Peter touched the detonator "hit the deck!" he screamed ducking behind Peter's shoulder)**

The webbing blew the garden shed to splinters with destructive explosion the shockwave lifted Peter and Ben from their feet throwing them both 20 feet backwards leaving smouldering chunks of wood and shingles and small fire burning on the scorched ground. "Ah man my ears why would you fire off then detonate an explosive charge!" Ben yelled over the loud ringing in his ears,

"mulp… mulp…mulp" Peter chanted while pulling on his ears "I think I have tinnitus" he yelped.

"Good!" Ben shot back angrily,

The explosion brought everybody barging from the house even parents came outside to see what happened. But the sight they saw was far out of the ordinary for them at least "what happened out here? Who in the world would blow up a garden shed?" mom gasped.

"He did it!" Peter and Ben said in sync pointing at each other both looked very nervous about how they were going to explain blowing up the backyard "Ben did it blame him!" Peter blurted even a blind man could see that Peter was scared particularly of his aunt who he could feel glaring at him even without looking at her angered face he could just feel it.

"I don't care who did it! You both have exactly one week to have a new shed the same size and color standing right there!" Aunt May snapped "one week!"

Everyone continued to stare at the smouldering sight that used to be Aunt Mays garden shed in utter shock at the two standing before them **("wow you can cut the tension with a knife") (Chibi spidey pulls a kitchen knife from behind his back and cuts two circles inside one another to look like a doughnut) **

Everyone continued to stare until the awkwardness was interrupted by a throwing star whizzing by Peter's ear and striking the back door. "what the hell?" everyone turned to the house next door to see a woman in a red ninja suit staring down at them her hunting eyes fell on Peter and she drew her Sai from her belt gracefully leaping down to the fence landing with perfect balance

"Well now this was an interesting surprise here I thought the science kid was a quick snatch and grab" she said eagerly as if she was happy about the challenge of a group. She twirled her Sai in her hands "so Mr. Parker are you coming along or are we doing this the hard way?" the woman asked.

Peter gulped at the ultimatum before him go with the hot ninja assassin or let his friends intervene and risk exposing their secret identities **(Angel and Devil spidey showed up right on cue "go with her and the others will follow to rescue you it's the smarter thing to do less risk of exposing everybody and endangering them" Angel told him,**

**Devil webbed Angel off screen "come on web head you were trained by the master martial artist quit with the puny Parker bit and go Spider-Fu on her ass…her sexy firm totally fit on a nickel and bounce a quarter off it ass…excuse me a minute I need to be alone" he said covering his crotch and running off Peter's shoulders) **

Peter raised his hands in surrender and let out a heavy defeated sigh stepping forward towards her "I'm Peter Parker…what do you want?" he asked shyly.

The woman smiled before front flipping over his head bringing the points of her Sai to his throat "your grandfather wishes to see you" she whispered darkly yet seductively in his ear "anyone tries to follow us or calls the cops and I'll slice him ear to ear understood?" she scolded. Aunt May tried step forward but Ben stopped her nodding at the now blue glowing communicator on Peter's wrist and gently edged her back, "very good now I'm taking little Petey here to see his grandpa don't expect him home for dinner" immediately the woman pulled a small black ball from her belt disbursing a cloud of black smoke in her place she and Peter vanished.

"His grandfather?" Ben asked turning to Aunt May, he was at a loss all Peter's memories and there was no recollection of his grandfather except Grandpa Parker but he passed when Peter was only 3 "Aunt May?" he begged. Aunt May however was to at a loss for words but for a different reason she knew whom the kidnapper was referring to William "Wild Bill" Fitzpatrick Mary's father, but Mary assured her he was dead hence why Peter would always be left with them because there was no one else to watch out for him.

* * *

><p>Elektra dragged Peter into the nearest subway with the point of her Sai still grazing his throat, "think you could lower that thing? I'm sure Raphael would be upset somebody stole his trademark weapon" he joked.<p>

Elektra applied pressure to the Sai point Peter's skin was turning white "Kid your grandpa just wants you brought to him condition is conditional" she stiffly replied "so I suggest you shut up"

"Speaking of which you've got to be mistaken my grandparents are dead!" Peter spat back.

The subway started pulling away from the station and Elektra lowered her Sais there was now nowhere for Peter to try and run but what she didn't know was that Peter had no intention of fleeing in fact he was curious to see who was paying Elektra to nab him. The subway cruised along from Queens to Brooklynn but the ride was uneasy with Elektra just staring at Peter she didn't see any resemblance between this kid and Taskmaster but that was probably due to the fact Taskmaster wears his armour. "Then again Taskmaster is a cynical tyrant what use could he have for this kid?" Elektra thought to herself,

Peter however kept glancing out the exit windows wondering how far behind the others where, not that he wasn't confident that if it got to the point where he'd have to battle Elektra and his "grandfather" he could but he was wondering if he had enough time to actually meet his grandfather and see for himself just what was really at work here. Deciding that he wanted to do a little investigating on his own for a short time Peter shut off his tracking beacon.

"So where are we going?"

**Elektra's got Peter and taking him to Taskmaster at the old Osborne steel mill but Taskmaster has plans to double cross her in the end.**

**Aunt May has to tell Peter some news about Eddie, a wedding and the fact that she legally adopted Jessica wonder how he'll react to all that? although she's considering letting him and Ava have their own room.**

**still to come:**

**the Devil is my saviour: Peter meets Bill Fitzpatrick A.K.A Taskmaster but a familiar alley comes to his aide in pursuit of Elektra and a new underlying turmoil sinks in deep. **

**the nexus: a sorcerer from the nexus comes to earth in search of his masters targeted vessel. **

**a good first day: the first day of university brings back some childhood enemies, frenemies and when Peter makes a random disappearance Ava's green eyes take on a whole other meaning. **


	9. saved by the devil and themark of spidey

**Disclaimer: I do not own ultimate spider-man or other marvel characters they are owned by Marvel comics and Disney productions**

The old Osborn steel mill was shut down in 2008 after a man fell from the cat walk into molten scrap and presumed dead. Now it was just an abandoned building where low lives conducted business where Taskmaster stood waiting for Elektra to deliver Peter thinking it shouldn't take this long to capture a simple teenager.

With 5 minutes to the dead line Taskmaster was growing impatient with each passing minute "should have taken care of this myself instead of hiring some rogue with the least bit of professionalism!" he snarled into the darkness of the mill a silhouette flickered behind him seemingly unnoticed until a quick flash of metal darted through the shadows striking Taskmasters cloak stapling it to the platform.

"I'm very professional Taskmaster 5 o'clock means 5 o'clock no sooner no later" Elektra scoffed "here's the kid you wanted" she added dragging Peter out from behind her.

Peter stared in shock at who was before him, the maniacal mad man Dr. Doom knock off himself Taskmaster, "why is Taskmaster here?" he whispered to Elektra who shook her head at him,

Taskmaster pulled her Sai from the hem of his cloak and turned to Peter he was the spitting image of Richard must to his disregard but he had Mary's eyes "hello Peter, I know you don't recognise me…last time I saw you was only a few days after you were born" Taskmaster told him, even when he tried to civil his voice was cold and lifeless like he truly had no soul within him. Taskmaster looked Peter up and down he didn't look like much but then again neither did Richard "my name is William Fitzpatrick…" his hands reached for his mask tucking under his hood.

Peter was fixated Taskmasters face he would finally see his true face, the mask slowly peeled away from his face and there it was a middle aged face with bright blue eyes like Peter's light brown hair with silver streaks on the sides and a scar over his right eye when he saw Peter staring at him in awe he assumed it was the scar "…I'm your grandfather…the scar is from an aggressive parting with my former partner"

Peter finally found his voice and it was an angry one "you listen to me you delusional dick! My grandparents all died a long time ago my grandfather never even knew I would exist!" he spat. His eyes narrowed he knew Taskmaster was warped but to pretend to be a member of his family that was just sick. "What do you want with me?"

Taskmaster creepily smiled "I trained your mother to be one of S.H.I.E. best and she would have been had she kept her focus but she met your father some little punk my partner recruited from the military and she threw it all away" Taskmaster eyes darkened and his voice became grittier "I won't make the same mistake…I'm going to train you Peter train you to destroy the organization who separated my daughter from me!"

* * *

><p>Meanwhile just a few blocks away from the Parker house the ultimate's team along with Scarlet Spider and the predator pack had begun the search for Peter and the ninja woman who took him by following Peter's tracking beacon until the signal was cut. Scarlet stopped in his tracks tapping the screen "guys the tracker just went dead" he panicked still tapping the screen.<p>

Johnny and Iceman quickly doubled back to his position all wondering the same thing did Peter kill the tracker…or did the ninja chick kill him "where was the last location of the signal?" Iceman asked maneuvering his head to see past the glare on the screen.

"on the subway between Queens and Brooklynn, not that it helps that's a lot of ground to cover" Johnny sighed dragging his hands over his face "a city of 12 million people and we have to find one guy without a clue where to look and a freaking sexy ninja chick that we know nothing about this is freaking fantastic!"

The situation was becoming bleak the tracker signal was dead the city was vast and they had no clue who the woman who abducted Peter was. Scarlet walked over to the edge looking out over the city standing in silence "what's he doing? Is he pouting?" Johnny whispered to iceman.

"Maybe, he might just be lost in deep concerning thought" Iceman replied,

"I can hear you two you know!" Scarlet yelled back "and I'm not pouting I'm trying to think! And I think I have a solution…" Anxious for a plan Iceman and Johnny waived him on hurriedly "we need someone who knows everything about anything in New York's criminal world and I think I know the perfect person but there's catch"

"And that is?"

"If I call **her **Tiger will flip out and kill us"

As if all the air on that roof top suddenly disappeared the 3 teens looked at in each other desperately waiting for one of the others to come with an argument for why this was a bad idea, but when neither of them could Scarlet went for his phone "ok right now you both have to swear on your lives that you'll do everything in your powers to protect me from Tigers fury **got it**!" Johnny and Iceman nodded both being well aware of Tigers rage. The phone rang 4 times then a sweet seductive voice answered on the other end,

"Benjie, how nice of you to call. Change your mind about coming over tonight? I've got the hot tub all warmed up and the jets are just wonderful" the voice cooed.

Ben was never more grateful for a full face mask then he was right now "thanks for the offer Felicia but I have a girlfriend-

"Oh boo you Parker boys are such teases"

"-Felicia I need a favour…"

"And I need some stress relief! If you don't want to come and play send your brother I'm sure he's over his little high school crush on the chipmunk by now"

"Can I step in to fill the position?" Iceman eagerly interjected.

"Peter's been kidnapped!" Scarlet snapped growing more and more irritated by everyone cutting him off "and you know of every illegal transaction that goes on in this city so I'm asking you for help…whose hired a ninja assassin with Sai?" he asked.

The line was open for brief moment but it felt like forever with the lingering thought that Peter might already be beyond reach "you said ninja assassin? Was it a women in a red leather outfit?" Felicia asked.

"Yeah that was her exactly" Scarlet replied giving Johnny and Iceman an encouraging thumbs up

"I don't know her name, but I know her drop point she was brought in by some super secretive guy apparently he paid some big money for her services. Benjie this girl is an artist at what she does….like I said I know the drop point I'll meet you at the old Osborn steel mill" *click* Felicia hung up on him and Scarlet pocketed his phone.

"good news is I know where to find Peter, bad news is…if Tigers predator pack gets there first there will be a very epic cat fight, and maybe a murder" he told them,

"So either way it'll be entertaining?" Johnny asked.

* * *

><p>Tigers team was already on the move following Laura's tracking ability while White Tiger could track Peter at school or within a 1mile radius Laura could track him from half a city away.<p>

The team leapt and swung from roof top to roof top with Laura or rather her field name Talon in the lead, Peter's scent was growing stronger as they closed in on an abandoned Oscorp steel mill "his scent gets thicker as we get closer to that building" she said as White Tiger made her way up next to her.

"I sense a but coming" tiger replied hiding her true concerned emotions _"this is unbelievable we agreed not to let our emotions get in the way of our hero lives"_ she thought to herself but while her head was telling her one thing her heart was telling her another.

"But…" Talon took another deep breath "there's more than one scent floating around that building"

"How many?" Tiger asked.

"….not including Pete's? 3"

"3?" Spider-girl asked "the woman who grabbed him that's a given and the person who's allegedly our dead "grandpa" but who else?"

Talon took a few quick sniffs while the others eagerly awaited her response "a woman..." she sniffed again "and two men". With Talons update on the situation the predator pack prepared to make their move.

Inside the Mill Taskmaster had begun to enlighten Peter about their familial ties and what Peter was learning was starting to churn his stomach, "…and then he told them to flee and to hide you from me. He was my partner, my best friend and he betrayed me enraged and disgusted by his actions I engaged him in battle we fought relentlessly but in the end I was far smarter, stronger and so the fight ended the only way it could… I destroyed his all seeing eye scaring him forever" his hand reached for his scar and gently traveled along it "but he managed to scathe me with a scar of my own"

The room was quiet as Taskmaster hesitated the smallest glimpse of a tear streaked down his cheek Peter sat and listened hanging on every word the slithered past his lips. It was almost impossible to tell if he was telling the truth or if everything was as fabricated as his identities but what came next was a world devastating blow. "I found out your father was to board a plane to secure some overseas assets and I got there ahead of him"

Peter's eyes began to burn as the salty water began to pool within them, a dark repressed savagery began clawing at his insides he knew where this tale was leading and he wanted blood for it. He wanted to snap his cuffs then Taskmasters spine "it was you! You're the reason their plane went down! You're why my parents never came home" Peter growled in a hushed tone dropping his head down teardrops raining on the platform.

"in my haste to claim my daughters future I didn't take notice of the manifest change from one passenger to two, she was running from me because of him….I detonated the bomb at 30,000 feet regretfully I lost my only daughter" Taskmaster finished with a depressed saddened tone.

Despite the genuine sadness in his voice Peter refused to hear it "you didn't lose her YOU MURDERED HER!" he screamed 13 years of pent up rage created by the question he would ask himself for so many years was finally unleashed in a blind fury. He pulled his cuffs apart shattering them on his wrists realising the new threat Elektra went for her Sai and her moment of panic Elektra's keen eyes failed to see the red streak whip through the air. But Peter didn't he folded his body backwards as the red blur shot passed him striking Elektra in chest throwing off the edge of the platform but as she fell through the air her hand found a hanging chain and quickly latched on to it.

A man in red dove from the skylight to the platform flawlessly landing between Peter and Taskmaster just as Elektra swung back up, her eyes fell on the man in red turning from her ruthless hardened stare to a soft soulful lust she knew him. "Dare Devil, you're a little far from the kitchen" Elektra said mockingly. Dare Devil picked up his baton and turned back to Elektra the entire mill fell silent with an enraged teenager with the murderous eyes staring down what could only be assumed by Dare Devil as Elektra's current employer and Elektra herself in front of him the decision and repercussion of his next move could only work out a few ways.

"You have potential to be a better apprentice than your mother my daughter Peter why not take my offer and save the family legacy!" Taskmaster offered an offer that fell on deaf ears since Peter's heart was beating so strongly it was drowning out his hearing. Without a thought Peter leapt from his spot and tackled Taskmaster just as Elektra engaged Dare Devil.

Peter saw nothing, heard nothing and felt nothing as his fist brutally and repetitively struck Taskmasters exposed face he was barely holding back within a few hits Taskmasters cheek bone broke under the pounding force of his grandsons fist and it was clear Peter would kill him. Peter pulled his fist back one more time but that was as far as it got (thwip) it was restrained by a web line,

"Trust me kid you'll regret that"

Scarlet Spider, Johnny storm, Iceman and the sexy Black cat dropped from the skylight "Cat get him out of here" Scarlet ordered yanking Peter back to and restraining him, it wasn't for his safety or even his secret but because of the look on his face Ben knew it well. The same look he had when Uncle Ben was murdered…the same look he had when Kingpins men murdered Ava in cold blood this was the look that meant the rules were no longer in effect.

"Peter calm down! If you lose control here you lose everything you've worked for" Scarlet hissed in a whisper turning back to Black cat "cat! Now!"

Cat quickly grabbed Peter and shot a grappling cable to the roof, just as Elektra and Dare Devil took a head dive over the railing and the ultimate's charged at Taskmaster who was now making a break for the door and a swarm of ninjas flooded the room. "hold tight Petey it's going to be a…" in all the commotion Peter had managed to slip free and disappear from sight leaving Cat frantically looking around for him but with the entire Mill being overrun with heroes and ninjas it was nearly impossible to pick Peter out even more so when her "completion" showed up.

Tiger and her predator pack stormed the main shipping entrance to an all-out battle brawl between ninjas and costumed teenagers "somebody started the party without us? Offended here!" Talon hollered, before extending her claws and leaping into the chaos. Shadow Cat, Spider-girl quickly followed after her but Tiger had other priorities

She scanned the area for signs of Peter luckily with Tiger like vision she was able to see every movement with better definition and saw Peter quickly disappear through a staircase to the roof "where are you going?" she wondered chasing after him avoiding and quickly taking out any of the ninjas that got in her way.

Black Cat saw Tigers vicious behaviour and took notice that she was slowly making her way to a fire escape "the chipmunk knows something" Cat tantalized making her way to the stair well like Tiger.

Peter was running at full speed up the stairs following Taskmaster to the roof he was in full tunnel vison vexed on cornering the man who murdered his parents the sounds of the battle below were nothing more than a distant muffled racket as he rounded the last flight of stairs and slammed through the door. Taskmaster was waving down a helicopter "no! Not this time" Peter growled charging at him the swirling winds of the rotor raised the dust and dirt to his eyes but it didn't faze him despite the burning feeling of the gritty dirt and dust sanding his eyes raw. In just a few short strides Peter tackled Taskmaster regardless of the fact that he was risking his secret he was motivated by a deep repressed rage.

Taskmaster threw Peter off and jumped back to his feet slightly intrigued at his grandson's willingness to fight back "so have your mothers drive impressive you have potential son you'd be a great apprentice I could make you the greatest operative there ever was" Taskmaster said.

But Peter didn't even acknowledge his offer merely took his stance he heard nothing and saw only the face of the man who murdered his parents "you're going to pay for what you did" he deadpanned, Taskmaster likewise took a combative stance.

"believe me boy this will be quick I've beaten many foes and can copy any style you don't have a chance without accepting my offer" with a quick kick Taskmaster threw the first attack which Peter easily blocked and didn't feel a thing before countering with an attack of his own landing a powerful kick to Taskmasters upper leg causing a cold stinging pulsing feeling down his leg making it feel like it was being penetrated by thousands of pins of needles. "Good form speed proportional to strength…you've had some teaching if no more than that of a halfwit kid's karate instructor"

"You haven't seen anything yet!" Peter shot back.

The helicopter landed on the roof kicking up more dust and dirt with the spinning rotors looming over them.

* * *

><p>Back inside the mill the machinery had been activated the smelting pots were cycling through the reignited furnaces and the conveyer belts were moving Taskmasters men were dwindling in numbers with each passing second but the biggest brawls going on were the ones between Elektra and Dare Devil and White Tiger with Black Cat.<p>

Dare Devil and Elektra seemed to be equal, she tried to stab him but he was able to counter it like they'd rehearsed it on her next attempt Dare Devil hooked a Sai with his baton and pinned Elektra to a wall "what happened to you Elektra? You're kidnapping kids for money now?" Devil asked pushing tighter against her but Elektra remained quiet wrapping her leg over his waist letting hang off his body pulling him in tighter, pressing her lips against his ear

"What's wrong Matty?" she whispered "did you miss me?" Dare Devil bowed his head away from Elektra's face "it's alright…I missed you to" she finished gently kissing the corner of his mouth "dinner? My place at 8?" she asked. Smirking triumphantly knowing full well that the man under the horns and mask would say yes to her, and with that Dare Devils grip went slack and Elektra pulled free

"You're a criminal Elektra I'm taking you in" Devil replied, there was no sense of accomplishment in his voice as he spoke but Elektra was undeterred.

"See you at 8 Matty" she teased before dropping a smoke bomb and vanished from sight.

Sparks flew as Cat and Tiger clashed claws ferociously Cats powers began taking strong effect as the battle progressed old chains began snapping dropping steel beams one fell from the roof like a bullet slicing through the catwalks and crashing into the floor like an asteroid "Tiger! Cat! Cut it out before this place comes down and let's find Taskmaster and the kid!" Johnny shouted but his orders fell on deaf ears as Cat grappled with Tiger her claws cutting through the fibers of Tigers suit inch by inch against Tigers resistance she sliced from collar bone to just above her cleavage.

Desperate Tiger torqued Cats wrist in the opposite direction until aloud snapping noise echoed Cat retreated immediately clutching her wrist in pain "you little jungle bitch you broke my wrist!" Cat hissed,

"Get in my way again and I'll break a lot more!" Tiger spat back tackling Cat to the floor fists flew and tempers flared as the two sexy felines struggled and gouged at each other Cats claws cut across Tigers midsection ripping the entire material away from her body just above her belt line. But Tiger retaliated with a powerful punch spitting Cats lip before she was kicked off

Cat leapt to her feet and went to take another slash at Tiger but Scarlet quickly intervened by webbing both their hands together "ENOUGH! Ok I've had it with this childish crap! Cat he chose Tiger so back the hell off! I asked you to help find him and guess what? He's gone again and so is Taskmaster which means we don't know what's going on!

And Tiger for god's sake this jealousy streak is going to get somebody k…" Scarlet trailed off as the skylight was doused in a thick blanket of blood "…killed"

* * *

><p>Peter traded blows with Taskmaster dodging and blocking what he could but the odd hit slipped past his defence but nothing really hurt him due to his tough skin and rushing adrenaline "not bad boy" Taskmaster wheezed, to his shock he was wheezing while this boy looked like he could go on for days. His armor was battered and dented his muscles were sore and no matter what he copied from this kid he had more moves and techniques some he couldn't even copy his grandson would best him and while the thought of being beaten by a child enraged him the fact that it was his grandson filled him with pride "you can beat me kid as impressive as that is I'm actually happy… because by bringing me down you'll have proven my legacy will live on despite your mother hiding you from me you've learned how to become a conqueror, the odds were stacked against you and you still turned out just… like… ME" he manically chuckled.<p>

Peter stared at the man before him the twister of emotional disturbance finally beginning to settle, his world was becoming clear once more "I am nothing like you" he calmly sighed "you murdered my parents your own daughter just because you didn't approve of her husband…well who the hell are you to decide what relationships get to exist!" He clenched his fist in anger ready to land his last punch the punch where he wouldn't be holding back all his anger all his power would be in this last hit.

Taskmaster's left hand tucked under his cloak and griped the pistol he brought Peter daunted over him the anger in his eyes was slowly diminishing as he pushed the tail of the helicopter out and away from this confrontation but the copter spun in a perfect 180 stopping behind him with the rotors still spinning like a buzz saw. Taskmasters jaw slightly went ajar at this display of inhuman power but quickly clamed up "ha-ha now it all makes sense, the uncopiable martial arts moves the reason you were so calm when confronted by me and my associate and the power just explains it…guess it was Spider-boy wasn't it? Ha-ha you truly are like me boy a master of deception Peter Parker the weak uncoordinated kid is actually Spider-man most impressive" Taskmaster laughed "course now doing this is so much easier!"

Peter's spider sense started blaring as Taskmaster pulled a pistol from his belt and in the blink of an eye he swung on his heels snatching Taskmasters wrist and spinning them both around throwing the gun into the spinning rotor slicing it in two and acting on pure instinct alone Peter grabbed Taskmaster by the face and kicking him in the chest ripping his fingers away from his face and with his Spider grip tore the flesh from his face leaving the impression of his hand scaring Taskmasters face.

Taskmaster flew through the air catching his left arm in the rotors which severed it and a fair portion of his torso off spraying the blood everywhere leaving a mutilated bleeding slowly dying Taskmaster at his feet with a now permanently disfigured face a mark that closely resembled the same mark found upon Captain Stacy's body.

Peter gazed upon his grandfather stunned and disgusted at what he had done, specifically the hand print and his emotions that led to its appearance. In slow motion he fell to the ground caressing his hand "what have I done? That's Kane's mark…I used Kane's mark in all that anger I tore his face off, could he have been right…am I like him? A monster" Peter sat distraught and disoriented by what he had done he didn't notice White Tiger and the others charge across the roof to him he couldn't hear their voices and cries in fact he barely felt Tigers arms wrap around him

In a blurry jumble of sounds 4 words finally sunk in "Peter…are you ok?"

Silence fell on the roof, Peter fell into Tigers embrace cringing into her shoulder he was not ok by any standard of measure "…no tiger… I'm not ok" was all she heard escape past his lips.

Her eyes scanned the roof tops the blood soaked rotor, the body of Taskmaster barely breathing while Johnny cauterized the wound but what drew everyone's attention was the mark upon his exposed face.

"Peter what did you do?" Scarlet gasped in fear.

**Taskmaster is down for the count! but its a tainted victory in a fit of rage Peter displayed what can only be summed up as Kane's Mark, is the mark only unique to the clones or is it really a repressed power of Peter's spider abilities?**

**the truth has come out, and in a fit of possessive anger Taskmaster blew up Richards plane and un-intently his own daughter.**

**what will become of Peter knowing what he's further capable of?**

**Dare Devil has a date with a ninja assassin.**

**and Scarlet goes boson Cat and tigers rivalry will they finally put their dispute aside?**

**thank you everyone for the great reviews and favourite/ follows **


	10. Ava Ayala the voice of reason

**Disclaimer: I do not own ultimate spider-man or other marvel characters they are owned by Marvel comics and Disney productions**

A medical team had rushed Taskmaster into the med bay attempting to save him while the young heroes all sat in the situation room Peter sat alone at the end of the table staring at and clenching his fist possibly still unable to come to terms with what he had done.

Ava had tried to talk to him but unfortunately she didn't get much of a response from him. "What the hell did Taskmaster do to him?" Johnny whispered amongst the others all whom were now huddling together to avoid being overheard "I mean Peter's never been this quiet, like ever"

"yeah I know what you mean" Kitty replied glancing back at Peter like everyone else she was both frightened and worried Peter ripped off part of Taskmasters face with an attack resembling Kane's mark.

The teens all traded theories except Ben he stayed quiet through the whole debate with his head resting on his hands "the mark is a side effect of the degeneration disease that's why Kane hasn't used it anymore, he was cured. But one of _us_ was meant to be the perfect clone but what if the degeneration disease is like a mutation dormant until triggered? Could Peter actually be the clone?" he thought to himself drifting out of the conversation. If it was true, if Peter was the clone and he was degenerating then there was more than just their relationship at stake Aunt May, Ava and the others everyone who depended on him would take an emotional hit at losing him.

"Guys head on home" Ben suggested as he rose from his seat "I'll talk to Peter and meet up with you guys back at the house" with several nods from the others the table cleared away but Ava remained seated. She felt her place was with Peter regardless of what Ben would say. She rose and followed after him to the other end of the table, Ava quickly butted in front of Ben and dropped into the seat next to Peter hooking her arms around his.

"Hey. Ready to go home?" she smiled.

Peter looked up her still a little lost but something about Ava's mesmerising eyes pulled him back to his senses "yeah, sounds great" Peter replied letting Ava pull him up when a hand clamped down on a shoulder.

"Uh Ava you mind if I borrow my brother for a minute?" Ben asked stiffly shooting Ava a hard gaze but Ava shot him one back and hers was more intimidating

"Actually Ben! I do mind since I'm sure MY boyfriend! Would like to go home and rest" she snapped.

"Well Ava YOUR boyfriend! Was my brother long before you came around! So when we need to talk it's kind of important!" Ben growled now glaring at Ava's intrusion. "Pete we really need to talk you know…you, Kane, mark side effect?" Ben added raising his voice just enough to hint at the importance all Peter could do was sigh and nod defeated

"Ava can you give us a second?" Peter asked giving her his best puppy dog pout impression.

"Why can't it be said in front of me? Aren't I important enough to you to be involved in your life or am I just some throw away girlfriend?" Ava asked impatiently crossing her arms and giving both spider brothers a very terrifying death glare.

**("well that's great she sets a trap and I walked right into it didn't I?") **

**(while standing in a lush green field Chibi Spidey gingerly edges toward White Tiger nervously scanning the ground for hidden traps, stepping on a pile of cut grass triggering a bear trap on his ankle "…..AAAAAAAHHHHH| OW!" he cried jumping on his other foot trying to pry off the bear trap) **

Peter bit his bottom lip nervously as Ava's hands shifted from their crossed position to her hips he knew he was screwed "well Ava….you see…the thing is…." Peter was stammering and that was never a good sign. "….Ben I got nothing you want to step in here?" he asked with a cracking voice.

"Peter!" Ava scolded.

Peter hung his head and sighed he had no way out of this discussion "Ava you're the most important person in the world to me you know that but when Ben and I have to talk about…I don't want to lose you" he mumbled.

"Sorry could you repeat that? It sounded like you said something stupid again" Ava said leaning in on him.

Peter took another deep breath, Ava was being relentlessly stubborn granted that's why he loved her but might also be why he may lose her today. With tears pooling in his eyes Peter took his leap of faith "Ava, Ben's actually Peter Parker" he told her. Ava's eyes widened but Peter didn't give her time to respond "what I did to taskmaster and what Kaine did to Captain Stacey…the mark is like a side effect of the degeneration disease…. which only affects the flawed clones" he finished.

Ava stood silent for a minute but seemed unfazed by what Peter said to her gently rubbing her thumb along his cheek "so what!" she bluntly stated catching Peter and Ben completely off guard. "So what if you're not who you think you are! You're still the man who brought this team together, made us better! Made us a family. You two said you didn't see each other as clones but as brothers why should it matter to you…when it doesn't matter to any of us? Were friends and a family guys. You two made two separate lives why should this conflict that choice?"

"Because I lived a life that wasn't mine to have" Peter interjected.

Ava quickly brought her hand up and gave Peter a firm slap on the face the force of the sound echoed through the room "don't! Don't you dare try to tell me that you regret the life you lived!" Ava snapped. She was now shaking from anxiety at the thought that Peter was now ashamed of his life "Ben chose to leave and take up the mantle of the Scarlet Spider, he made his choice and you made yours to stay and you did amazing things so don't you dare tell me you regret it!"

Ava's voice was starting to crack but she maintained her strong intensity which was putting Peter and Ben on their heels "to me and the others you will always be Peter Parker the amazing Spider-man your own person! So who cares who the original and who the clone is! I sure as hell don't, this conversation is over nothing changes either of you try bring this up again I'll scratch you to pieces!" she asserted.

The spider twins nervously gulped in fear as Ava's eyes began glowing green a sight Peter was accustomed to but this was different normally her eyes changed when she was angry or in the _mood_ but this, she wasn't mad she was upset and drawing on her talisman "Ava your emotions are triggering the Tiger" Peter whimpered watching his girlfriend's eyes slowly return back to their regular chocolate brown color letting out a heavy sigh of relief "it's terrifying when you lose control, you know that right?" he shuddered.

Ava began collecting herself but there was still some residual emotion clinging to the air after a few deep breaths she calmly started on the conversation again "my point is nothing changes you are who you are no one else can take that from you" she said "now that's settled Peter lets go home so you can rest up Aunt May's worried sick that a ninja woman abducted you"

As much as it was irritating him on the inside Peter had to admit Ava was right **("that stays between us, if Ava ever heard me admit she was right I'd never hear the end of it and she would never let up on the next arguments")** but if he was to be honest he was glad Ava tore into them the way she did because she did help ease some tension that was created between Peter and Ben, they are who they are nothing would change that."Yeah let's go home" Peter smiled wrapping his arm around Ava's shoulders never more thankful that she was there to pick him up when he needed the boost.

* * *

><p>Meanwhile across the city on the island of Manhattan in a laboratory the green monster that used to be Miles Warren was still synthesizing remaining samples of Spider-mans blood to bond with a clear liquid while a grotesque shadow loomed in the rafters looking down on him.<p>

"Is it ready yet Jackal?" the shadow asked in cold lifeless hissing voice.

"I believe so, but to be sure I'll need a test subject theoretically I've isolated the part of the blood that gives him his powers and altered it so that when infected the subjects will take on the traits of the anthropoids and with the addition of your venom they will obey us" Jackal replied as he placed the vile into a cryogenic containment pod. "With a rapid outbreak the U.S government will quarantine the Island and cut them off creating your own _"Spider-Island paradise" _a small start but more than enough to start creating a nest for an army"

The looming shadow slowly maneuvered to the down to the floor by a single strand of webbing emerging into the light revealing a tall 12 foot tall Spider-woman hybrid her upper body was that of a human woman from her waist line up but her lower body consisted of that of a spider 8 stiff bristled harry legs and body, her mouth lined with fangs and long pointed nails on her hands "very well…you'll have your subject zero within 20 minutes" she hissed shuffling back into the shadows above.

Jackal sat in silence until he was sure he was alone and made his way over to another pod and wiped the coating of frost from the surface revealing a decaying face of a human Miles Warren the name on the pod base was labelled _carrion_ "a proper genius never creates an experimental weapon without a way to contain it" he chuckled to himself before returning to his bench pouring end result of the mixed concoction of the blood and venom into a bottle of water and scribbled the words _arachnid virus _on the label and waited for his test subject.

The Spider-hybrid scurried along the shadowed walls of the buildings searching for a test subject. When she reached a building full of vibrant young women in bikinis having their pictures taken repeatedly in various poses. They were all in their prime condition but only one caught her eye the astounding young red headed woman on the catwalk she was young beautiful and would be a great asset to lure unsuspecting victims into her clutches.

The Spider-hybrid retreated back into the shadows climbing to an air duct, it was a tight constricting space but she made do and slinked her way towards the atmospheric music stopping a vent looking down on the washrooms where her intended pray just walked into.

"Ugh Carrie is driving me crazy! We've been doing these shoots for days I want to go home and see my friends before the first day of school and I would very much like to see Ben once during summer vacation!" the red head exasperated drearily to a tall slim burnet woman who was splashing water on her face.

"M.j just take breather ok I get it she's going over bored with the excessive photo shoots but like you said schools coming up and as much as I hate to admit this you're one of her best cover models and with you gone she's worried she'll lose some ratings so Carries just preserving a few cover tittles" the brunet told her. With a quick comforting pat on her shoulder the brunet left M.J alone in front of the sink observing her own reflection seizing the opportune moment the Spider-hybrid opened the vent and swung on a web line nicking M.J in the neck with her nails then reeling her up into the ventilation shaft.

M.j felt like she just a Texas mickey straight to the head everything became surreal and her limbs weighed heavy like bags of wet sand "w-what was t-that" she slurred oblivious to the fact that was being encased in webbing while being dragged through the air vent behind a large Spider-hybrid.

The girl was small but solid as the Spider-hybrid dragged her along the walls back to Jackals lab. M.j was covered in webbing except her face that was left exposed so Jackal could administer the virus. Jackal took one look at his test subject and almost instantly knew who it was "Ms. Watson! This is your test subject? She is the object of affection for two of my _sons_ they will be relentlessly searching for a way to cure her!" he snapped.

"Yes, but they also have Arachnid genes therefore I would have complete control over them" the hybrid hissed at him.

"Peter yes, but Ben and Kaine were created with mixed samples so there is no guarantee on you having control of them" Jackal argued back.

The hybrid dropped down to the floor like shooting lightning pinning Jackal under her foot "just administer the virus as you were commanded I will be queen of my Spider paradise and you can either be on my side or be a part of my meal!"

"so says the queen" Jackal choked as her foot lifted from his chest he walked over the bottle marked Arachnid infection and poured the liquid down the paralyzed throat draining the bottle "the effects will take time dump her somewhere before she comes to so that she can't lead my boys back here" he ordered.

* * *

><p>After retrieving the Spider mobile from the tri-carrier lab storage Peter, Ben and Ava made their way home at a slower pace than usual because of traffic jams and red lights but in time they did make it home. "650 horse power and it still takes half a day to get across this city, no offense Pete but the cars a little redundant" Ben told Peter "also investment wise satellite radio makes for more enjoyable trips" he added.<p>

Before Peter could respond with his quip the front door flung open and Aunt May came flying across the yard **("oh this looks bad")** Aunt quickly closed the gap between Peter and herself clutching him closely "thank god you're ok" she whimpered. Peter was back home and a realisation settled in, she had to tell him about the new life altering changes that were coming "Ben, Ava could you give us a minute?" Aunt May sweetly asked. Ben nodded and made his way into the house but Ava hung back at Peter's side

"Aunt May Ava's a big part of my life now anything you have to say to me you can say in front of her" Peter told his Aunt.

"If you're sure Peter" Aunt May took a deep breath and held up her left hand "Phil and I…are getting married!" she cheered **("aaaand there it is the final injustice") **

"You're kidding right? I hit my head and went into a coma and woke up on April fool's day didn't me?" Peter whined.

Ava looked at the diamond ring on Aunt Mays hand at a loss for words although the concept that Aunt May was going to marry somebody and be happy for the rest of her life gave Ava a small glimmer of hope that there was a chance for her to one day have that, providing a certain web for brains hero would smarten up and prove he was mature enough to marry her.

"Peter…if you're not ok with this Phil and I can post pone the wedding" Aunt May said with genuine sincerity but the look on her face told another story. Aunt May's bright cheerful eyes fell to a dull sorrow the pained expression of a hurt woman Ava elbowed Peter from behind as a hint that he just hurt his Aunt.

"No, you deserve to be happy and if Coulson makes you happy then I'm happy for you" Peter said "but I'm not sharing my Netflix password with him!"

Aunt May smiled and pinched his cheek "that's ok sweetie…I already gave it to him" she laughed her eyes lighting up again "but there's more Peter…while you were away Jessica needed a place to stay and someone to stay with, and you know I always loved like you my own but when Jess came around it was like having a daughter of my own…so I legally adopted her as Jessica Parker"

"Jessica Parker? I can already hear people asking her if she's related to Sarah Jessica Parker" Peter chuckled "…but I understand Aunt May you and Uncle Ben wanted a kid of your own before I got dropped in your laps and with Jess you have that, a daughter you can raise…I get it Aunt May. You were the best mom anyone could ask for"

"Why can't you flatter me like that, this would be a more civilized relationship if you did" Ava whispered in Peter's ear. Her warm breath made his blood flow warm and thick like magma making him hot under the collar **("once again she doesn't play fair") **Ava snuck her hands under the hem of Peter's shirt her fingers lightly climbed from the small of his back causing Peter to squirm and fidget "I almost forgot how ticklish you were" she added nipping at the back of his neck.

Peter was fighting to maintain his composure trying to have a serious conversation with his Aunt while Ava kept physically taunting him. It seemed like a normal _this is what happened while you were away speech_ but unfortunately for Peter Aunt May's news did not end with that, she shifted uncomfortably and began twisting her ring "Peter there's one last thing and I'm not quite sure of the right way to tell you…" Aunt May's voice trailed off as she fought to find her voice "…Peter…Eddie…" she stammered.

Peter stared at Aunt May his heart sinking and the surge of hot blood Ava had spiked in him ran stone cold he could see it her eyes and hear it in her voice he knew there was something very wrong. "Peter Eddie Brock has cancer." **(Chibi spidey walks across the screen dragging a large sledge hammer and using it to smash the frozen Peter like mirror shattering into hundreds of shards "see that is how you shatter someone's world") **"Jennifer and the baby will be staying here a few days while he has his chemo done"

Peter raked his hands through his hair and down his face he hadn't seen Eddie brock in ages and now after everything he had gone through since he had come home and Aunt May drops this bombshell in his lap "Eddie…oh god Eddie" he softly cried falling backwards onto the hood of the car "when can I see him?"

"Wednesday, I'm sorry for not telling you sooner Peter but with everything that was going on and school tomorrow I just didn't want to overload you" Aunt May replied. But having caught Peter's expression she knew there was no longer a need to talk Peter was devastated "I'm sorry Peter, come inside when you're ready" she finished by kissing his forehead and went inside leaving Peter and Ava outside.

"Peter?" Ava whimpered placing a comforting hand on his shoulder and sliding down beside him.

Peter remained silent and lost, staring at his feet no words to say and a maelstrom of mixed emotions swirling inside him. Time passed, how much Peter didn't know but Ava stayed by his side the entire time. "You know Eddie was the first real friend I ever had. We grew up together because our dads worked together he looked out for me and when Flash stopped being my friend and started being a dick Eddie defended me and when Uncle Ben told my friend _Charlie Weidman_ to stay away from me it was Eddie who helped me find the confidence to meet new ones and gave me the courage to talk to M.J" he said "he's the last real family I got Ava…I can't lose him to"

"You're not alone Peter Parker, you have an Aunt who adores you. Two brothers and a sister who always have your back and half a dozen friends who will follow you to the end of the earth. You also have me someone who despite all your faults your many, many faults loves you unconditionally we're your family to Peter at some point that better sink in" Ava told him gently tugging on his arm "come on you've had a rough day lets go to the basement so you can get some "rest" away from all the distractions and disturbances where I can take care of you"

"Ava you know he wasn't lying right, Taskmaster he is my grandfather….you think based on what I did that I might actually be like him?" Peter asked.

"You ever ask me that again, scratch that you ever even think that again I'll slap you so hard you'll think you're a 6 year old girl!" Ava snapped.

Peter briefly smiled at her demanding remark "you would wouldn't you?"

Ava only winked at him and pulled him to the basement entrance like an eager child going toy shopping **("ok guys it's been a weird few days so if it's all the same to you I'm going to crash…you know after Ava and have our quality time good night everybody")**

**the Spider Bro's are having an identity crisis (again) who is the original?**

**Jackal has a viral weapon dubbed Arachnid infection with the aid of this queen Spider-hybrid he plans to unleash on the island of Manhattan and M.J is subject zero what effects will this virus take on her?**

** Eddie Brock has cancer and Peter refuses to lose him what extents will the web head go to, to save his oldest friend.**

**still to come: **

**first day of school brings about old bullies and forgotten friends. and the mysterious Baron Karl Amadeus Mordo **

**M.J the Spider model: the virus takes effect and M.j experiences first hand the pro's and cons of having spider powers.**

**Arachnid infection Pt 1: the outbreak: a virus breaks out with the weirdest side effects on people.**


	11. a normal monday

**Disclaimer: I do not own ultimate spider-man or other marvel characters they are owned by Marvel comics and Disney productions**

Ava stirred awake purring and stretching across the basement futon with a blissful smile after finally getting what she had so desired for the past summer. It was still early even by her standards so where was Peter? "Petey? Where did you go?" Ava yawned scanning the basement he wasn't next to her or at his work bench "it's 5 in the morning why would he even be awake?" she thought to herself.

Peter was outside with Danny having a sparring session after Peter's performance on the tri-carrier Danny was curious to know who trained him and to what extent his training went. So there they were outside in track pants and t-shirts exchanging strikes and kicks but both were able to block and counter each-others attacks without hurting one another to badly "you've been trained well my friend, I've never seen a style like yours before" Danny panted "care to explain who trained you?"

Peter stood at the ready in a familiar stance but Danny just couldn't place it "c'mon Danny you know who trained me, since he trained you too…in the land of the rising sun the home of the philosophy _the Katana and the Chrysanthemum" _he replied "catching the hint?"

"Japan. Shang Chi" Danny chuckled shaking his head in his own disappointment that he didn't realize it sooner "should have known" he laughed before charging at Peter. Danny swung his leg around at Peter's head but Peter was quick to dodge and thanks to his spider agility was able to spring back up and counter flipping Danny into a barrel roll across the yard hitting the side fence "not bad my friend not bad at all" Danny chuckled taking Peter's outstretched hand and pulling himself to his feet.

"Thanks Danny that really means a lot. Too bad I didn't know this stuff when I was a kid, could have avoided a lot locker time" Peter joked while trying to repress the masked pain of his childhood but it did trigger an idea. "Aunt May said we needed to get jobs right?"

Danny nodded but was curious as to where Peter was going with this.

"Why don't you open a martial arts gym? You and Ava are both more than qualified and the kids would benefit from your vast knowledge"

Danny pondered on Peters proposal it was a valid idea he could help young victimized kids regain self-confidence, would be a great way to give back to the community "you might be onto something with that idea Peter" Danny replied "I'll make a few calls"

The basement light flicked on catching the guys attention "Ava's up, better go inside if she catches me training let alone awake before noon…I think the shock would kill her" Peter joked turning towards the house only to see Ava standing in the doorway with a blanket wrapped around her body **"damn she moves fast" **

Ava stood in the doorway with a sleepy yet confused expression as she watched Peter of all people approach her "it's 5 in the morning what are you two doing out here?" she yawned wiping sleep from her eyes "and I want the non-stupid explanation"

Peter knew Ava was trying to be serious but how could he not want to laugh her hair was a mess, her eyes were squinted from tiredness and she was wrapped in a blanket trying to fight down another yawn. To him she looked adorable **"I know that's not a normal term I use for Ava but C'mon she is" **

"Would you believe we're discussing a business idea?" he nervously chuckled trying to avoid telling Ava he was training **"what? Seriously Ava's known and referred to me as a brilliant, talented but a lazy stud muffin" (Chibi Spidey pops up on Peter's shoulder frowning at Peter "I'm pretty sure she's only ever called you brilliant but lazy. Those other words you just threw in yourself")**

"You, discussing a business idea?" Ava snorted "yeah right and I'm miss July. Seriously Peter what are you two doing?"

Peter shuffled his feet and scratched his head he needed another excuse **(wheel of excuses Chibi spidey spins a wheel landing on sleep walking lie)** "would you believe I was sleep walking?"

"Yes, that sounds more like you" Ava laughed "since you're awake, shocking as that is. What do you say to a morning shower?"

"**Wow! Isn't Ava awesome? That is quite possibly the best back to school gift I'll ever get"**

"I say I love you" Peter eagerly replied.

* * *

><p>The early hours passed with the rising sun and the teens found themselves at a gated entrance Peter felt his stomach turn queasy and his palms became sweaty he was once again in school. E.S.U campus was just as how he remembered it the fountain in the middle of the campus yard, the restaurant outlets it even smelled the same. Sam checked over his schedule hoping that he would land lunch or a free period with somebody "guys I have lunch at 1 does anyone else?" he eagerly asked.<p>

"Nope" was the team's synchronized response laughing at Sam who crumbled up his schedule and threw it over his shoulder.

"hey!" came this spirited voice yelling at Sam from behind him, Sam spun around to face an attractive lightly dark skinned woman holding his crumbled schedule. She was slightly taller than him with an athletic build and her wavy black hair was up in pony tail with hazel eyes that looked like they could see right through him. "I think this is yours!" she said assertively slamming his paper into his chest "watch were you're throwing your garbage before somebody…" she picked Sam up and forcefully dunked him into the trash can where he fell halfway into the can so just his legs and hands dangled over the edge "…throws you away" she finished leaving Sam in the trash can.

"**She looked familiar, I can't place it but I know I've seen her somewhere"**

"Guys! A little help please" Sam called flailing his arms and legs everywhere until Luke reached and pulled him out "the hell was her problem?" Sam snapped.

"Some people don't like litter bugs Sam" Kitty told him throwing him his crumbled paper which when Sam unravelled it read in blue ink _Holly Furietta see you in class_ she signed with a wink face

"Wait she? so why would she? Somebody clarify!" Sam cried looking around his friends with a frantic face hoping for an answer as to why a stunning woman canned him but then left him her name.

"She might actually like you Sam and she might also like the earth but if you ever listen to me now is the time she has pride, not afraid to speak her mind clearly and she won't let you away with anything. Those are the good ones take a shot with her Sam" Peter encouraged as the bell rang bringing them all to their classrooms.

"that was nice of you Peter, encouraging Sam like that" Ava said kissing her boyfriend's cheek normally Peter and Sam would be at each other trying to either out due one another but this time Peter was on Sam's side.

"I know its weird isn't it?" Peter joked taking Ava's hand in his and entering their classroom the teacher stood at the blackboard and several other students at their desks. "_Cybernetics & Biomedical enhancements: the future of the medical industry?"_ Peter read **"hey to you guys it sounds like boring theory's but to a guy with a scientist brain discussing the future potential of Cybernetics in the medical industry is like talking about the latest video game release" **

Peter sat up front all class long hanging on the teachers every word all day long much to Ava's amazement since Peter never paid attention to anything. The day was coming to a close and with Peter's intrigued expression the teacher stayed on topic the entire time,

"Cybernetics have the unique properties to respond on the human nervous system which in prosthetics would allow the arm to respond and react like the original limb if it ever becomes possible for Cybernetics to be used in this field it would revolutionise the medical industry…of course this is all theoretical" the teacher finished turning to Peter and Ava while Ava had jotted down notes and marked important notices Peter had gone the extra mile to draw up schematics of the model and even developed theories on how to apply it. Peter Parker as he was seeing had potential in this field "very impressive Mr. Parker, your first day in class and you seem to already grasp the material…" the teacher spun Peter's book around to better read it and each passing sentence his face formed an intrigued smile he was so young yet he had signs of a scientific prodigy … "after lunch could you come see in my office I'd like to discuss a potential co-op placement for you"

Shocked by his spontaneous offer Ava's mouth fell agape she knew Peter was gifted in the sciences but to just sit in a chair and be offered a placement was nothing short of dumb luck. When the teacher turned back to the blackboard she turned to Peter's stupidly smiling face "how do you do that? You just sat down and doodled next thing you know you're offered a placement…you either planned this which is most unlikely or you are the luckiest geek this side of the Hudson" Ava stiffly stated.

Peter continued to smile goofily at her "lucky is probably more accurate" he said but when Ava's stern expression didn't diminish he realised something, he was already ahead of her and it was bugging her "this bothers you!" he quietly laughed as he playfully nudged her arm.

"You're crazy Parker" she scoffed burying her face in her notes trying to hide the fact that it was.

"Oh my god it is! This is totally bothering you, you're second best again but this time it's being made obvious and its driving you crazy HA this is awesome!" Peter cheered.

Ava however was not so amused at midtown she was the teachers model student and often referred to as the number 1 student but then again Peter kept to himself about his marks but here he was singled out and surpassing her already, Peter was right…it was bothering her. "Shut up" she deadpanned scribbling down more notes in an attempt to pass him

"**Holy crap Ava's jealous of ME. That is just too funny can you guys believe this?"**

"Oh wow this is great" Peter hummed.

"Stow it Peter I mean it!"

Peter reached into his pocket and withdrew his phone quickly snapping a photo of Ava and himself "I want to remember this moment forev-ER" he yelped as 5 piercing nails dug into his thigh tightly constricting and digging deeper "Ava…ow that really hurts" he groaned as Ava's grip tightened.

"Delete… That... photo Peter and let this go!" Ava commanded

"Yes dear" Peter whimpered.

The teacher made his way to the back of the class to a young man with dirty brown hair that draped just over his eyebrows at the front while at the back reached his shoulders he looked a little unkempt and maybe a little fond of behaviour altering substances. Like Peter he had drawn blue prints but not to a cybernetic prosthetic limb, his drawing was of a suit of impenetrable armour with physical enhancements in strength and His skin suit design was fireproof, meant to absorb impact rendering the wearer virtually invulnerable, and could vibrate at frequencies that allow to split diamonds.

"Most intriguing Mr. _Weirdermen_…" the teacher hummed as he reviewed the notes.

At the mention of that name Peter spun in his chair feeling a crick in his neck he knew that name from a long time ago. When he still just in middle school Charlie Weirdermen was once his only friend both being victims of Rich Cassidy and both being brightest students in school but Charlie was more prone to trouble. He would often retaliate to his tormenters and even got to the point where he brought a knife to school and attacked Rich but ultimately failed and found himself taking refuge in Ben Parkers house and being saved by Uncle Ben.

So here Peter sat looking back at his former friend from way back by the look of him his home life didn't seem to improve any over the years. Finally Charlie looked up and saw Peter staring at him and shot an arrogant smile with a small wave finally the class ended for lunch and Charlie wasted no time in approaching Peter. "Hey Pete long time no see" Charlie greeted

Ava gave Charlie a quick once over and something about him made her skin crawl "Peter whose this?" she whispered

"Charlie, h-how have you been? Yeah it's been awhile…" Peter hesitantly replied he hadn't seen Charlie in years and now they were awkwardly thrown in class together. Before noticing Charlie's eyes scanning over Ava "Charlie Weirdermen this Ava Ayala **my girlfriend**, Ava this is Charlie he and I go back a ways"

Ava felt Charlie's eyes undressing her and slightly shifted closer to Peter's side she really didn't trust this guy he sent her creep senses haywire and she was never more grateful to hear Peter's territorial voice tone.

"So Peter you still eh…still looking for a way to save humanity?" Charlie condescendingly asked him

"Yeah Charlie I am, I know you never…"

"I never got why considering the hell we went through" Charlie said abruptly cutting Peter off "I mean Rich and his cronies made our lives hell we spent how many lunch hours crammed inside our lockers? How many times were we swirlied until we blacked out?" Charlie asked his anger over powering his voice but Peter didn't waver he knew why Charlie resented his decision in helping others.

"You're right our childhoods sucked but I was able to move past it. You had it worse than I did Charlie…I have to run, good seeing you again Charlie I'll talk to you after lunch" Peter replied leading Ava down the hall with Charlie staring after them.

"It didn't get worse until your uncle told me off" Charlie mumbled staring at Ava's quickly retreating backside "she is a fox…little more than a spineless wimp like Peter deserves"

After making it to the cafeteria while the others ate and socialized among each other Ava was quick with her questions, "that guy was creepy and you two were friends?' she shuddered "why?"

Peter picked up and promptly put down his bacon cheese burger sheepishly sighing he knew Ava was going to bring this up but he was hoping she'd let him get at least one bite in. halfheartedly Peter blew a burst of air "he wasn't always like _that_, Charlie and I didn't exactly have great childhoods when it came to school. Short, smart awkward pretty much labeled victims and that was the norm for school but I had aunt May and uncle Ben a warm loving home whereas Charlie's dad after the divorce and selling his company _weird chemicals _to _viper industries_ became a nasty drunk and beat Charlie senseless Captain Stacey tried several times to help get him away but it never happened. Charlie became angry and started retaliating he smashed windows at Richs house, brought knives to school…then one night Charlie went overboard tried to torch Richs party but they saw him and chased him to my aunt and uncles. Uncle Ben intervened but when he asked Charlie why they were chasing him Charlie lied and uncle Ben knew it so he told Charlie to stay away from me until he got help…that was the last time I saw him his dad died of alcohol poisoning and Charlie inherited his fortune and went to live with his mom" Peter finished and picked up his burger.

Ava however kept staring at him only her eyes went from a tense uncomfortable stare to softened worried one Charlie and Peter had similar backgrounds only one key difference a warm loving home and without that one detail Peter could have gone the other way in life. "Hearing something like that really helps you to appreciate your family doesn't it?" she asked him.

"Yeah"

"even so Peter he still gives me the creeps especially the way he was staring at me" Ava shuddered again as the skin crawling sensation of Charlie's haunting eyes penetrating through her clothes "just please be on your guard when he's around" Ava begged.

Peter swallowed his burger but before he could answer his teacher walked in a waved him over "Mr. Parker I've gone over your notes and as I mentioned I would like to offer you a placement in a laboratory where I think you could benefit from the hands on experience, after school of course. I've arranged a meeting with my good friend Dr. Winston head or R&D at Horizon labs this Saturday at 2" he handed Peter a visitor pass to Horizon labs and turned away leaving Peter slightly in awe.

"Parker, grab fire and Ice your needed in Brooklyn"

Peter shook off his daze and looked down at his communicator to see Fury's face glaring back at him "now would be prudent Parker!" Fury asserted

"sure thing Nicky" Peter replied cutting Fury off and ending the call just as Nicks face erupted in red **"the furious face of Fury and it is U-gly! Just skip ahead to Brooklyn"**

* * *

><p>The ultimate's team arrived in Brooklyn to see a Sandman on a rampage smashing through buildings "you know summers over when the beach attacks" Spider-man chuckled with Iceman and Johnny shaking their heads at him.<p>

"He's still not funny"

"true but I don't thinks now's time for open mike night what with the giant sand castle attacking the city" Johnny added flying after sandman with Iceman on his slide and Spider-man swinging into action.

Sandman slammed his fist into a building sending debris of brick and metal raining over the streets with two girl guides and their wagon frozen in fear as a chunk of wall came hurtling towards them they wanted to run but their legs felt like jelly they couldn't move only watch as a red and blue blur sped through snatching up the kids just as the wagon was crushed with cookies scattering over road. "OUR COOKIES! SPIDER-MAN SOMEBODY HAS TO PAY FOR THOSE!" the girls cried.

"bill them to S.H.I.E.L.D go get safe" Spider-man blurted as he dropped them off away from the fight "what kind of world do we live when girl guide cookies aren't even safe?" he asked himself launching onto the nearest building.

Johnny had trapped Sandman in a cyclone but with all the silicon's in the ground Sandman kept enlarging and growing stronger rendering the section of the block to rubble under his feet. His hand was now the size of a fire truck swinging through fire bulldozing Johnny through the air crashing into in apartment house effectively ending the cyclone. But as Spider-man noticed it wasn't without effect Sandman's finger tips had briefly turned into what look like glass before he absorbed more silicon's "that's it! Jonny can generate enough heat to solidify him long enough for Fury's boys to grab him" **(Chibi Spidey starts flipping through a book labeled "glass making" "you know that just might work you must be some sort of genius.**

"Iceman! Get out over the water. Johnny! Help me force him off land!" Spider-man ordered. Iceman looked over the water and back to the rampaging sandman and saw what Spidey was hinting at, as long as Sandman was on the ground he could absorb the silicon's but if he was on ice away from land mass then they'd have a better shot at beating him.

"I'm on it!" Iceman eagerly replied with a thumbs up gesture heading out to the water freezing everything in his path stretching the ice out as far as he needed while Spider-man and Johnny kept trying to force him off land.

"Come on Sandy follow Spidey!" Spider-man taunted earning Sandman's attention but something was bugging him on a sub conches level…Sandman wasn't talking at all and it wasn't sitting well with him. Johnny fired multiple fire blasts into the giant Sandman's chest causing him to trip over his own feet and come crashing down onto the ice below. He hit with a thunderous shockwave sending waves of sand across the frozen surface leaving a slightly stature reduced Sandman lying on his back "Johnny now hit him with a cyclone!" Spider-man shouted.

"Would it kill you to say please?" Johnny quipped

"I know right! He's been hanging around that bossy little minx to long!" Iceman yelled

"Really guys this is what we're talking about instead of capturing Sandy?" Spider-man aggressively inquired pointing over at Sandman who was getting back on his feet turning into a rolling sand bar "time to move!" Spider-man yelled as Sandman charged at them Johnny shot upwards while Iceman and Spider-man dove off to the sides. Sandman doubled back and pursued after Spider-man and being out on the frozen water there was nowhere for his webs to catch. Realising he was web-less Spider-man switched his gloves to electric mode for the insolation protection, last time he did this it didn't work out in their favour and they ended up falling onto a bus "hey flame brain how about a lift here!" he shouted up to Johnny who was flying overhead.

"Hang on bug breath I'm coming!" Johnny laughed swooping down grabbing Spider-man's out reached hand "at least you're dressed this time it was kind of awkward free falling with a naked guy" he laughed

"Oh you're hilarious comedy is my thing hot shot"

"And if you were any kind of funny it would be your thing but the reality is…you're not funny" Johnny bluntly stated.

"You know what. I'm strongly reconsidering our friendship" Spider-man jibed

"Your choice, but bear in mind I can always drop you. So how about a plan here because as long as he's mobile I can't flash fulgurite his ass and he'll continue to ruin the fishing spots"

**(A little light bulb flashed on above Spider-man's head)**

"Fishing that's it! Johnny you're a genius!" Spider-man boasted and slightly shocked that it was Johnny Storm who gave him the idea.

"About time somebody acknowledged that….what did I do?"

"swing around I have a plan, when I was little Uncle Ben used to take me fishing and a lot of the times we used to dig worms out of aunt Mays garden but that normally required rain. So when we didn't have rain uncle Ben stuck two iron rods into the dirt connected to a car battery, the electrical current forced the worms to the surface by disturbing the ground on a molecular level…."

"Spidey not that this isn't a nice tale from the past but could you speed this up?" Johnny interjected.

"…my point is, if I shoot Sandman full of Taser webs the electrical current will destabilize him long enough for you solidify him until the containment team arrives" Spider-man finished.

"That sounds like science fiction hokum" Johnny retorted.

"It'll work trust me, if I'm wrong I'll let you keep dating Jess without interfering" Spider-man replied.

"Wait a sec, who told…you ass that was you who kicked my ass in the bathroom wasn't it?" Johnny snapped releasing his grip sending Spider-man sailing at Sandman **"I could have timed that better**"

Spider-man fired his Taser webs into Sandman's back while he was distracted by Iceman's ice wall barricading him from getting to land and cranked the voltage. Sandman began destabilizing and the excess sand fell from his body until he collapsed into a motionless pile in the ice "Johnny now!" Spider-man yelled.

The sky exploded in a reddish orange glow as Johnny blasted the sand pile for continues 10 seconds while Iceman kept reinforcing the ice surface until Sandman was crystalized on the spot.

"That wasn't so hard" Iceman laughed as he flicked the statue.

"Beats school by a long shot" Johnny replied "go figure the 3 of us actually make a good team"

Spider-man however was examining Sandman closer the fact that he wasn't talking at all during the battle was bugging him his fingers travelled across the glassy surface thanks to his spider sensitive fingers he found an anomaly on Sandman's torso it was a brand like mark as his fingers traced over the mark he realised it was the eye of _Agamotto _consumed in fire sitting on a triton "what the hell?" he inaudibly asked himself "better ask Doc Strange if he knows anything about this"

**well Danny is the first to come up with a job venture and Peter might be a possible second.**

**a friend from the past gives Ava and the creeps and has some ill will towards Peter is Ava right? does Peter need to be on his guard?**

**and a woman attracted to Sam (sort of) has Peter thinking he's seen her before.**

**the ultimate's initiative teams first assignment ends in success but also uncovers a speechless Sandman and an altered version of Doc Strange's medallion what could it mean? **

**thank you everyone who has favourite/ followed the story and left the reviews the support is appreciated as are any suggestions or chapter ideas thanks everyone.**

**and this will be the last update for any stories until after the New Year, merry Christmas and Happy respective holidays everyone enjoy yourselves.**


	12. various evils in the world

**Disclaimer: I do not own ultimate spider-man or other marvel characters they are owned by Marvel comics and Disney productions**

**(A/N: hey everybody happy new years hope you all enjoyed your holidays. **

**I have a small problem im hoping somebody can help me with, my computer just did an auto update and I lost most of my stories so is there a way to retrieve them? because I really don't want to have start from scratch on them all)**

While the boys were taking care of business in Brooklynn the others continued away with lunch particularly discussing about their financial situation.

"what exactly can we do?" Luke asked in between bites of his pizza looking around the table at the others but only Danny seemed undiscouraged but that could have been due to the fact that Danny was the sole heir to a multi billionaire dollar company.

"actually Peter and I discussed an idea of me opening my own dojo here in the city and I have to admit I'm strongly considering it. the future generations are being brought up by technology and are forgetting their values of tradition, I could help them reconnect with that" Danny said.

Luke stared at Danny with his jaw hanging open Danny was going to open his own dojo "I was thinking of calling it Daniel Rhands dragon fist dojo" Danny told them and resumed eating his sushi.

"that's actually a good idea" Kitty said "what's the cut off age? Cause I think a few members of our respective teams could do with discipline"

"Johnny!" Ava grunted through a fake cough earning a scowl from Jessica. And so they carried on for the remainder of their lunch break unaware of the haunting eyes staring at them from across the cafeteria fixed specifically on Ava with wrongful intent.

Charlie sat alone at his table just casting a dark stare after Ava wondering what she could see in Peter and not in him when they were practically the same sure Peter was the help humanity type but Charlie had a small fortune so why was he alone and Peter got a woman like Ava? He could buy her almost anything she'd want whereas all Peter could give her was a thorough cheat sheet in class. "so that's it" he smirked "she uses him to get by and in turn Peter gets to sample her little mocha shake" he scoffed packing up his lunch tray and went back to the classroom.

The bell sounded off and the other students followed suit, the hallways were quickly clearing out as Peter, Johnny and Bobby came bursting through the door sliding across the tiled floor as they ran to their classes ignoring the sand in their boxers, hair, ears and every other uncomfortable place even somewhere that left them wondering how they got sand in "so much for lucky shorts" Bobby irately said out loud pulling on his waist band.

"hear, hear" Johnny groaned.

"see you guys back at the house" Peter told them as he tore off down his hallway skidding to a stop at the class room door and quickly sprinting to his spot next to Ava who was already engaged in her notes

"you just made it baby bear" she told him without even looking up at him she had gotten quite good Aunt Mays patented seeing without seeing technique.

"**baby bear? Did she really just call me that? And I thought Spider-bear was bad" **Peter quirked and eyebrow at her slightly at a loss for a comprehendible answer "did…you just call me…baby bear?" he asked hesitantly leaning in closer so no one else would hear them.

"yes I did" she replied as she playfully pinched his cheeks "you just made such a cute teddy bear, plus it's the kitten equalizer" she finished and resumed her notes while Peter continued to stare at her in disbelief.

"Mr. Parker you won't get very far in this class by staring at Ms. Ayala's face" the teacher called out from his desk bringing a slight tinge to Peters face not that he was embarrassed but he still didn't like being centred out in a crowd.

After that Peter went back to drawing his schematics for the next 3 hours Peter scribbled and erased miscalculations, material replacements but unlike his past experiments his heart just wasn't in this design then again neither was his complete focus and on the last bell he made a choice he'd been debating on all day. the gang collected out front ready to head to the subway "guys I'll meet you back at the house…there's something I have to look into" Peter said

"something to look into?" Jessica repeated smartly, she knew what Peter was looking into "I'll tell Aunt May you'll be home later"

"where are you going?" Laura asked.

When no immediate answer came everyone turned to see Peter had already vanished "ok you know what, its not cool when Batman does it and its just annoying when he does it!" Sam snapped.

Ava looked up and down the street and the buildings for either Peter or Spider-man but he seemed to just vanish into thin air "where would he have gone?" she asked directing her attention to Jessica.

"Ava, this is something he needs to do alone…for now" Jessica replied gently pulling on Ava's shoulder but Ava didn't budge and Jessica knew she would have to divulge a little more "he's just going to see somebody…somebody he needs to see on his own"

"you mean Eddie Brock" Ava sighed "May said he wasn't well"

Jessica nodded and led the others towards the subway train "he'll meet us at home"

* * *

><p>Peter could have swung across town, it would have been faster. He could have taken the train or even a taxi but instead he walked if anything it gave him time to think of what he was going to say. He hadn't seen Eddie in ages and now grief stricken and Eddie sick they would reunite but what kind of reunion would it be? He would soon find out.<p>

Peter entered the hospital nervous as a sinner in church he developed a nervous itch just behind his ear and his stomach felt like a chunk of led dropped in it as he walked up to the desk "hi…I'm here to…see Eddie brock" Peter choked.

The nurse looked at Peter with a hard look as if she was trying to judge him "friend or family?" she asked him picking up her clipboard. Peter hesitated pondering what he was to Eddie anymore **(angel and devil spidey pop up on Peter's shoulders "this is an easy choice you're family you two were always there for each other so what if he moved away you don't just stop being family" angel spidey told him.**

"**yeah right, you two haven't spoke in ages he moved on and left you behind" Devil told him. Angel pulls out a roll of duct tape and quickly tapes Devil from his mouth to his toes and pushed him off Peter's shoulder.**

"**now tell her your family!" he ordered.)**

"family" Peter said.

The nurse nodded "room 515" she told him pointing towards the elevator.

Peter slinked his way towards the elevator growing more and more nervous the whole ride up. Knights in white satin played through the elevator speakers which only added to the edginess of the mood. Floor by floor he made his way to the 5th floor the hallway was bare and silent almost like a graveyard his steps echoed like an inmate on death row and was scratching his wrist nervously right up until he reached room 515.

A light brunet haired woman only two maybe three years older than himself sat on a chair cradling a small bundled baby in her arms, she looked worn out like a woman who hadn't slept for days and then his eyes fell on the blond teenager lying in the bed his face was pale and sunken. Peter looked at him in despair Eddie wasn't as Peter remembered him, Eddie used to be twice as broad as Peter but now they would be roughly the same build Peter shyly and quietly walked over to the bedside still no words to say. Peter just stood there like a lost puppy watching Eddie sleep until after a few minutes Eddie started to groggily stir and a fuzzy haze of a silhouette slowly came into view of a familiar face "hey Pete" he greeted in a scratchy voice "you look like hell little buddy" he chuckled. Despite his drowsy state from the chemo treatments and the marijuana sessions he was still able to coherently respond to his friend. "it's good seeing you again bro to bad it wasn't under better circumstances"

Peter was barely able force up a smile "yeah I know man hell of a reason. How are you Eddie? They treating you guys good in here?"

Eddie sat up in his bed "ha-ha still the worry wart eh Pete?" he chuckled "yeah they're good to us but Jen and the baby need a real bed with real food they can't be cooped up here all the time. Anyway what's new with you little buddy changing the world yet? Or at least find yourself a girl?" he laughed.

Finally Peters smile broke through and he could overlook the fact that Eddie was sick "working on the first one but a definite yes on the second one, her names Ava Ayala she's smart, head strong, determined, beautiful and her eyes she's got those eyes that just look right through me impossible to hide anything from her" Peter started to feel slightly euphoric envisioning Ava as he described her to Eddie. who took notice of the shift in Peter he was calmer more relaxed almost like he was on something…maybe he was.

"sounds like you're in love Pete, and with a rare one treat her right buddy…I am happy to see you bro" Eddie replied with a yawn he was getting tired again and nodded off without warning.

"Eddie, I can't lose you to you're the only family I've got left I'll find a way to save you" Peter whimpered "I promise" with Eddie incapacitated Peter turned to Jen and the baby who were still sleeping in the chair he might have been able to do anything for Eddies condition but he could ease the stress of worrying about Jen and the baby he could take them back to Aunt Mays a real bed with real food and everyone would be there to lend a hand. He walked over to her side and gently shook her shoulder "Jen, Jenny wake up" he whispered finally waking her up.

"….Petey? hey sweetie its great to see you again" Jen whispered giving him a one armed hug "wasn't expecting you until Wednesday"

"I know but this has been eating at me since Aunt May told me and I just couldn't put this off, how's little Eddie Jr. doing?" Peter replied.

"he's been brave nice and quiet when he's visiting daddy but I'm afraid being cooped in here has got him a little antsy he needs room to crawl around" Jen told him while adjusting the baby in her arms.

"c'mon there's a spare room at Aunt Mays and more than enough baby sitters running around to let you have a decent sleep" he said picking up the baby's and her overnight bag and pulling Jen to her feet before leading her down to the streets. He hailed a cab and a long ride later arrived at Aunt Mays.

They weren't long getting Jen and Eddie Jr. settled in even less longer when Peter decided to head over to Dr. Strange's that symbol he found branded on Sandman needed to be explained as did Bens absence he bailed on school and still wasn't home.

* * *

><p>Scarlet Spider was searching all through the city and he had been all night. M.J was missing, she hadn't called, texted or even gone home since she got back and now he was passed worried and skipped right to frantic panic. He checked all 5 boroughs, up town, midtown, Soho and was now searching through Manhattan island for her "come on M.J where are you?" he asked out loud unable to conceal the growing fear within himself reconsidering his decision to not ask for Peter's help New York was a vastly huge city and finding one person was like a needle in a haystack until he reached a dirty alley a few blocks away from her photo shoot where he found what looked like a web cocoon. But he was confused by it, Jessica, Peter and himself were the only Spider powered beings around and yet here was a cocoon.<p>

The alley was damp and smelt like wet dog most likely whoever was trapped inside was some criminal, How wrong he was. Scarlet pulled away the webbing and his heart stopped beating in his chest it wasn't the face of a criminal but the face of Mary Jane Watson. Her eyes were frozen open lifelessly staring into the sky, she had a faint pulse and very shallow breathing "M.J? hang on baby" he panicked tearing away the webbing and picking up her stiffened body and swinging skyward to the tri-carrier if anybody could figure out what had happened to her it was Connors.

Scarlet rushed M.J into the med bay disrupting a few nearby nurses "Connors! I need your help!" he screamed through the med bay turning every head towards him.

Connors came barging from his lab to the sight of paralysed red head laying on the bed and an unmasked scarlet spider at her side "what's wrong?" he blurted quickly pulling out his instruments,

"I don't know I found her like this sealed in webbing in Manhattan" Ben wheezed gripping hand tightly while Connors quickly checked her pupils and pulse before immediately drawing some of her blood and rushing over to the analysis computer. Multiple tests were being performed on the sample searching for anomalies in her blood within seconds the computer detected a small handful.

Connors scanned the reports chart M.J had small traces of paralysis venom in her system as well what could only be identified as Arachnid genetic strands. Ben stared utter shock and disbelief at the diagnostic report in front of him M.j was infected with his Genetic code something that was long thought impossible "Doc, that's my Spider genetic strand…how did it get blood?" he asked flabbergasted.

Connors opened a fridge and withdrew an orange bottle and syringe "I'm not sure son, your bloods radioactive so by any measurable standards she should have succumbed to radiation poisoning….but there's no trace of radiation in her….its almost as if the spider strand just manifested within her" he told Ben as he injected the orange liquid into arm "this should counter act the paralysis within a few moments. I'd advise you to tell your brother what you learned here Ben this is definitely a red flag situation"

Ben nodded and M.J slowly came back to life groggy and slow but her motor skills finally kicked in and she quickly shoved Ben from her side knocking him to the floor and ran "where's the bathroom!" she yelled.

Ben pushed himself up off the floor shaking his dazed head "that was…not what I was expecting" he said "she wasn't even gentle about it".

M.J rushed into the nearest bathroom to relieve herself as she washed her hands she noticed a constricting feeling across her chest. Her arms were a little more muscular her stomach was tightened "what the heck happened to me?" she gasped poking and grasping at her body even her feminine attributes were more noticeable then came the weird part. She pulled away to leave when her hand stuck to the counter, M.J pulled and pried but her hand wouldn't slip "oh this so not funny!" she growled as she braced her feet against the counter and pulled again "come on what is this!" she jerked back once more and her hand finally slipped free and M.j bounced on the floor with a strand of a silky string streaming from the counter top to her wrist. She stared at her hand in awe somehow she had adopted Peter and Bens spider powers and she couldn't for the life of her figure out how. Scared and little intrigued she placed one hand over the other and slowly made her way up the bathroom wall "BEN!" she hysterically screamed at the top of her lungs.

While Ben was preoccupied 1500 feet above the city Spider-man was racing across the city on the spider cycle zipping over the roof tops the symbol that sandman was branded with was still eating at him as was his encounter with Charlie and what uncle Ben told him in his hallucination _"just because a face is familiar doesn't mean it's friendly" _until now Peter always thought that warning was pertaining to Harry the Hobgoblin but now he wasn't so sure_. _

The wind whipped past his ears as he wound out the throttle dropping to street level in front of a quaint two story house and the eye of Agamotto symbol on the front door. At a brisk pace Spider-man hoped onto the porch and rang the bell "come on Doc where are you?" he asked

The curtains in the window slightly parted not enough to be noticed but enough for the person on the other side to Spider-man. The curtains closed and a man in a green and white tunic with a cape draped around his shoulders towered over a tied and bruised Dr. Strange "well Sorcerer supreme it seems we have an uninvited guest" the man snickered conjuring a fire ball in his hand "he's red let's see if he's fire proof" the stranger spun on his heels and pitched the fireball at the door. The instant it left his hand the fireball expanded to the size of a beach ball

"Spider-man!" Dr. Strange screamed in fear scared that this stranger would easily over power the young hero.

Spider-man's finger tips just touched the door knob when his spider sense started tingling "uh-oh" he yelped and dove over the railing just as the doorway erupted in a fiery explosion scorching the porch and reducing the door to splinters "what the…Doc I think you went a little liberal with the security system" he groaned pushing himself on to his feet and patted himself off and turned back to the doorway only to see a stranger standing in the doorway **"ok that is not doc Strange that is…who the hell is this guy?" **

"who the hell are you?" Spider-man snapped pointing a finger at the stranger.

"I am Mordo Sorcerer of the 775th degree servant of the demon sorcerer Dormammu and you were not invited to this party" the stranger replied levitating two nearby cars and tossing them at Spider-man who jumped over the cars before they collided under his feet scattering shards of glass across the ground.

"ok so this guy knows some hocus pocus stuff to, this might be a problem" Spider-man said to himself watching Mordo float from his feet and create two swords out of thin air "those look a little sharp" he nervously gulped eyeing the flying swords before they were flung at him. Spider-man leapt into a barrel between the swords just barely catching the edge of a blade cutting him along the ribs the steel was cold and sharp, he felt it cut every inch across through the skin and muscle tendons the blood trickled down his body as he readied himself again.

"not bad for a mortal" Mordo chuckled "this might be the boy the master seeks, the mystic spider but I have to be sure" he thought to himself bursting towards Spider-man snaring him by the face. Spider-man kicked and struggled as he fought to loosen Mordo's grip on his face "struggle all you want boy it'll only hurt more" he hissed. His grip tightened but Spider-man was strong he kept Mordo out of his head and out of reach from finding his secrets. but like an open flood gate Spider-man's emotions flowed from the deepest recess of his being where he buried them and revealed themselves to Mordo anger, pain, revenge and hate were strongest emotions he could feel this boy was in fact the one his master was seeking the dark hearted mystic spider all he needed was more enticing to his darker side. Mordo searched deeper finding a source of weakness…the boy was in love "that is how my master will corrupt you, by making you realise just how alone you truly are!"

With a thunderous crack the talon like grip on Spider-man's face released and Mordo was gone. With nothing more than a noticeable cut along his ribs Spider-man seemed pretty much unscathed despite having been ambushed by what he could only assume was sorcerer like Dr. Strange. He spayed so web fluid over his wound and entered the house "hey Doc, you in here" he called. The house was exactly the same as his last visit the busts of all the sorcerer Supremes before the good doctor and the shelves lined with ancient spell books and Dr. Strange tied by mystic ropes "jeez doc you need to tell your house guests about proper manners" he quipped untying Dr. Strange "who was that guy anyway?"

Dr. Strange rose into the air hovering inches above the floor staring at Spider-man trying to navigate this delicate dilemma if he told Spider-man about Dormammu and his ambition to conquer the universe with Spider-man as his vessel then he would have to tell him how Madame web deceived him into accepting her help with a false vision of death. And doing so could push him towards the grim future his vison foretold "his name is Mordo, he was once an apprentice of the ancient one like me but when he was denied the power of Sorcerer supreme he turned to Dormammu and plotted to murder the ancient one, he has ever since been a student of the dark arts" he finished.

Spider-man however could sense the Drs. Distress not to mention Mordo had 15 seconds to kill him but instead told him his master _would show home how alone he truly was_ "nah crazy ramblings of a psychotic sorcerer" he thought to himself before remembering the symbol he found. "hey Doc my team took on a villain today…"

"so I heard, speaking of which somebody owes me two boxes of chocolate banana girl guide cookies" Dr. Strange chuckled.

"talk to S.H.I.E.L.D…any way Doc this villain he had a symbol branded on his chest, here I traced it for you" Spider-man pulled a wrinkled paper from inside his suit and handed it to Dr. Strange who took one look at it knew exactly what it was, something evil was leaking onto earth.

"Spider-man this is ancient symbol used by ancient dark sorcerers. In ancient times a group of sorcerers fell into the darkness they corrupted the world into its worst age the dark ages mankind would have never recovered if these sorcerers remained in power. They sought to bring a realm of fire onto earth but needed the key to inter-dimensional traveling" he tapped his medallion "the eye of Agamotto… without this their plan fell into chaos. This is their symbol… used to ensnare and corrupt souls into doing their bidding. Fortunately they were defeated by a mystical force one of great power and destruction that could rise from the ashes of defeat and resume the battle…the phoenix force if you will this combined with the medallion and a host who could control them has the power to set them free to reign their evil ways over the earth. It is the ancient symbol of nexus!"

**M.j has spider powers! how will Ben and the others respond to this?**

**an evil Sorcerer has arrived on scene and tells Peter his master will show him how alone he truly is who is this Mordo and what does his master want with Peter?**

**honor bound by a promise Peter intends to cure Eddie Brock but how**?

**Mesmes7777 : glad you're liking this story i'm hoping it holds up to the original.**

l**atinoheat151**:**Charlie does show his true colors soon as well as lash out at those who wronged him, **

**Burke23: unfortunately no Samurai spidey in this story, however I did one like that called shogun Spidey (being reedited though) **

**thanks for the reviews follows and favourites everybody the support means a lot hope you all enjoy the story **


	13. Arrow returns: the 2nd trial

**Disclaimer: I do not own ultimate spider-man or other marvel characters they are owned by Marvel comics and Disney productions**

Finally Saturday arrived and the week was at an end between school work, team bonding family events hero business and quality time with Ava Peter's week was crammed and over loading.

So here he was Saturday afternoon sitting in Horizon labs waiting room dressed in a black suit with a black tie twitting his thumbs. He wasn't nervous by any means, as a matter of fact Peter felt very confident about this interview and it wasn't just because he was wearing a 5000 dollar suit from Tony Stark but also because if this interview went well he would be able make his scientific career debut.

The room was lined with pictures of Horizons achievements and notable scientists and 4 secretary's typing on computers and answering phones when a man in a white lab coat came through the glass doors wiping his glasses lens "Mr. Parker, I'm doctor Winston if you'll please follow me I'll show you around"

The first bay was filled with scientist testing lasers against various metals "this where we test our various police and military protection supplies, you Mr. Parker Kevlar is a very strong fiber but after the first penetration the threads breakdown and leaves the wearer vulnerable. What these men and women are trying to do is find a reusable material that won't breakdown."

Peter scanned the labs intrigued by the various experiments when a random gunshot fired from the far corner prompting everyone in the room to drop to their knees covering their heads.

"My bad! Sorry everyone but the nano fiber material is proving to actually repair the damage so some good news!" hollered a scientist from the back of the lab.

"of course there are some occupational hazards such as Dr. Roy" Dr. Winston sighed as he and Peter stood back up and made their way to the elevator pressing the 35 floor button "you will be working in R&D with me and my colleagues. My friend Alex or as you know him Dr. Taylor said you showed some very effective progress in working with cybernetics we've set up your own little work bay equipped with the latest tools and a computer with the latest software's"

Peter was slack jawed his lab was bigger than his bedroom and had a window view stretching across the city to the ocean "this is…spectacular" he gasped.

"Glad you like it son, with Mr. Stark's recommendation you have the run of the lab so as long as the board of directors approves what projects are released even those contracted through Stark industries" Dr. Winston finished and escorted Peter back to the main level where he was given an employee badge and lab coat. **"so things are different then from when I left but so far I'm kind of breaking even I've got a new job, things are good between me and Ava, my new team is surprisingly working out quite well and biggest surprise yet and I can't believe this myself Sam might actually be bringing a girl to dinner on Sunday night"**

Peter set out into the sunlit city streets the fall winds blowing through his hair today was the start of his changing luck. Not even Mordo and his threat were bothering him today he hopped on his camouflaged spider-cycle and cruised down the highway his interview was a success and with no crazed villain attack today seemed like a nice easy day…or so he hoped.

An explosion erupted from a nearby sewer cover cracking and dislodging the pavement under Peter's tires jamming the wheels and throwing him from the bike headfirst through a bridal shop window shattering it into millions of shards "Oh man! That hurt" he grunted "what the heck happened?" slightly dazed from his head shattering the window Peter fumbled and rolled on the ground to try and see what or who caused the destruction ignoring the glass shards surrounding his hands. The street was bare, totalled but bare Peter rolled into the nearest change room and emerged as Spider-man **"yep on my own chasing a random villain….as usual did I mention how good it was to be home!" **he jumped down the nearest sewer into a dark smelly rat infested sewer line the water and sewage run off soaked into his boots "awe man these are my new socks! Somebody is so paying for this"

Spider-man followed the line deeper into the darkness the roof and wall were split apart as if an earthquake ripped through the city "oh I'm not liking where this is headed" he kept walking through the dark following the cracks for another couple hundred yards until the sound of rushing water broke through the silence "if I had to guess I'd say this is the water treatment plant, or a villain sewer lair"

As he approached the drainage runoff Spider-man found himself at four drain pipes flowing down to a sub sewer level even with his night vision he couldn't see the bottom level "talk about a leap of faith" he breathed before jumping off the edge and falling deeper into the sewer network far below the streets. He free fell for what felt like forever when a bottom finally came into view just not a solid stone bottom…realising he was about to hit a pool of sewage water Spider-man threw himself into a backflip shooting a web line at the nearest pipe springing like a bungee cord up and down dangling inches from the water surface. Staring into a white light at a silhouette he couldn't make out the characters features but he could tell the mystery character was looking at him "so it's true you have returned, but how? I exist because you don't my venom should have done you in! So how are you here?" The voice sounded female yet almost non-human. Before Spider-man could respond the character fled down the pipe prompting a curious Spider-man to swing into the tunnel and pursue her.

She was fast and knew her way through the labyrinth of networking tunnels left, right over and over again eventually coming to sloped and slippery shaft leading into a water filled tunnel. Spider-man looked up and down the tunnels but the mysterious woman had vanished from sight "what the hell?" Spider-man asked "who is this girl Houdini?"

"You're different from before…you're more _spider_…interesting so you didn't die from those wounds you shredded your skin so you could evolve but still you can't exist"

Spider-man spun around to the source of the voice narrowly catching a scrawny hand with long sharp nails dripping some kind of liquid from the tips "who are you and how do you know all of this about me?" he asked trying harder to keep her nails at bay she was surprisingly strong.

"Don't you remember? We came from the same cocoon, everything you are I am not, I exist because you don't or at least you're not supposed to…" her free hand swung around nicking Spider-man at the neck. It felt like a mosquito bite but seconds after his muscles started aching and his arms began constricting causing him to lose his strength and his grip "step into my parlour said the other to the spider, all your knowledge of chemical explosives lured you into my trap and a quick prick of my venom renders you powerless. Your anti venom will filter out my poison like before but this time it's a simple paralysis toxin however I don't think it will save you from drowning" the woman chuckled placing her index finger between his eyes and gently pushed him down the slope into the rushing water below.

He couldn't move, not yet. He fell backwards down the slope as the woman turned her back to him "voice override web head 1 self-secure line" he muttered causing his web shooter to automatically target and fire a web line back up the ramp snaring the woman and dragging her down the ramp into the water with him. The current swept them both down the line neither able to move bobbing briefly above the water before being dragged under and pulled along. Spider-man wasn't overly concerned about running out of breath with enhanced stamina came enhanced lung capacity slowly the anti-venom forced out the paralysis from his system and he began swimming to catch up with the mysterious woman feeling the water current getting stronger and flowing faster.

The webbing restraining her dissolved in the water and she quickly swam for the nearest exit she could find ditching Spider-man.

Spider-man rolled and tumbled through the rough waters coming to a crashing stop at a grated cover flowing from the tunnel into open water pinning him against it with no air pockets. He was trapped, he would push off the grate in an attempt to backtrack but the rushing water would force him back against the grate Spider-man began slamming his weight trying to break it loose but to no avail. He was getting desperate and his lungs were ready to burst in his chest **"great I'll either pass out and drown down here or my lungs will explode, some ending for your favourite web slinging hero wait! Explode?" ** He looked down at his shooter and dialed in his sticky bomb webbing firing a glob at the grate blowing it out and filling the tunnel with fire and shock waves before the recoil sucked him out into the open water.

He burst through the surface breathing in the New York air "oh…man…that…isn't much better" he choked scouting the area to see where he was when a red sign caught his attention _Hudson river no swimming _ "awe crap" just my luck Hudson pollution…I'm going to need a new suit and burn this one"

He swam over to the fenced off shoreline where he was greeted by two young female police officers one of which he knew very well at least his alter ego did. "Hold it Spidey swimming in the Hudson is a 500$ fine" said the light haired woman ripping off a citation singed by officer Carly cooper and Misty knight**.**

"**Great that's all I need, a ticket from a friend"**

"have a nice day officers" Spidey waved and swung away "so Spidey lets recap shall we, a city blocked is leveled I chase some spooky woman who claims to have come from the same cocoon Kane used to heal me as a side effect of my evolution and she nearly drowns me in the nasty sewers finally I escape into open water only to find out it's the Hudson and I get nailed 500 bucks by Carly Cooper of all people captain Stacy's old partner! And I have to find my suit, this sucks!" he growled.

After retrieving his dress suit and spider cycle and a quick change Peter returned home with the intent of putting his feet up and relaxing trying to put today, Eddie and Ben and M.J on the back burner but fate had other plans.

Ben was finally home and had the look that most guys have when they tell their parents their girlfriend was pregnant on his face "dude… not…you know…you're not going to be a dad are you?" Peter laughed.

Ben looked up from the couch with pained expression on his face "worse, M.J…M.J somehow… she adapted our spider powers I don't how but she did! And right now she's next door dancing on her bedroom roof!" he blurted.

The air in the room suddenly evaporated as Peter stared at his brother slack jawed and speechless "wow a moment in history, you're speechless…" Ben laughed "but seriously what are going to do about this?" he asked in a serious tone.

Peter nervously scratched his still damp hair and sat down on the arm of the chair letting out a deep defeated sigh "as long as it's not an incubating mutation it might be curable. But until then train her show her the ropes we also might want to look into how this happened"

Ben nodded and stood "alright I'll handle this" he sighed "by the way dude Aunt May will kill you for dripping on her carpet also you freaking reek like a dead sewer rat"

"Yeah, I know so will you beat it back to so I can get cleaned up" Peter retorted. Ben exited through the den window as Peter climbed the stairs. A thick wisp or red smoke poured in through the air vents filling the stair case consuming Peter in the midst and leaving him floating in an empty space in front of madam Web.

"You've been busy since your return Mister Parker but now has come the time to face your next trial, you met her today"

"The woman in the sewer?"

"Yes, to be prepared for what is coming you need to face your demons and truly understand yourself. She is a part of you a reflection of the darkness within. Face it and conquer it become the master of yourself Spider-man… the darkness is coming" she omnisciently finished as the smoke dissipated Peter was alone in his room tasked with his next trial confronting his demons.


End file.
